<PAGE>
                                                                   EXHIBIT 10.27


                                     LEASE

                                    BETWEEN:

               THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)

                                      -AND-

                             BRIGHTSTAR CORPORATION

BUILDING: 1001 TECHNOLOGY WAY, LIBERTYVILLE, ILLINOIS
PREMISES:
DATE:     APRIL 21, 2004

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                            <C>
1.   LEASED PREMISES......................................................................      1
     Leased Premises......................................................................      1
     License..............................................................................      1

2.   TERM.................................................................................      1
     Term.................................................................................      1
     Delay in Occupancy...................................................................      1
     Overholding..........................................................................      2

3.   RENT.................................................................................      2
     Basic Rent...........................................................................      2
     Additional Rent......................................................................      2
     Payment - Additional Rent............................................................      2
     Recovery of Rent.....................................................................      3
     Accrual of Rent......................................................................      3
     Limitations..........................................................................      3

4.   SECURITY DEPOSIT.....................................................................      3
     Security Deposit.....................................................................      4

5.   GENERAL COVENANTS....................................................................      4
     Landlord's Convenants................................................................      4
     Tenant's Convenants..................................................................      4

6.   USE AND OCCUPANCY....................................................................      4
     Use..................................................................................      4
     Waste, etc...........................................................................      4
     Nuisance.............................................................................      4
     Overloading..........................................................................      5
     Overloading of Facilities............................................................      5
     Plumbing Facilities..................................................................      5
     Refuse...............................................................................      5
     Compliance with Law..................................................................      5
     Rules and Regulations................................................................      5
     Insurance Risk.......................................................................      6

7.   ASSIGNMENT AND SUB-LETTING...........................................................      6
     No Assignment and Subletting.........................................................      6
     Assignment of Subletting Procedures..................................................      6
     Excess Transfer Rent.................................................................      7
     Assumption of Obligations............................................................      7
     Tenant's Continuing Obligations......................................................      7
     Change of Control....................................................................      7

8.   REPAIR & DAMAGE......................................................................      8
     Landlord's Repairs to Property.......................................................      8
     Tenant's Repairs to Leased Premises..................................................      8
     Entry by Landlord....................................................................      8
     Notice by Tenant.....................................................................      9
     Damage and Destruction...............................................................      9

9.   INSURANCE AND LIABILITY..............................................................     10
     Landlord's Insurance.................................................................     10
     Tenant's Insurance...................................................................     10
     Limitation of Landlord's Liability...................................................     11
     Indemnity of Landlord................................................................     12
     Definition of "Insured Damage".......................................................     12
     Mutual Release.......................................................................     12

10.  EVENTS OF DEFAULT AND REMEDIES.......................................................     12
     Events of Default and Remedies.......................................................     12
     Payment of Rent, etc. on Termination.................................................     14

11.  ADDITIONAL PROVISIONS................................................................     15
     Common Areas.........................................................................     15
     Subordination........................................................................     15
     Certificates.........................................................................     15
     Inspection of and Access to the Leased Premises......................................     15
     Delay................................................................................     16
     Waiver...............................................................................     16
     Public Taking........................................................................     17
     Recording of Lease...................................................................     17
     Time of the Essence..................................................................     17
     Lease Entire Agreement...............................................................     17
     Notices..............................................................................     17
     Interpretation.......................................................................     18
     Extent of Lease Obligations..........................................................     18
</TABLE>

<PAGE>

                                      -2-

<TABLE>
<S>                                                                                            <C>
     Limitation on Landlord Liability.....................................................     18
     Waiver of Jury Trial.................................................................     18
     Choice of Law........................................................................     18
     Brokers..............................................................................     18
     Schedules............................................................................     19
SCHEDULE "A" Legal Description of Property................................................      1
SCHEDULE "B" (Measurement of Area)........................................................      1
SCHEDULE "B1" (Approximate Location of Leased Premises is shown cross-hatched)............      1
SCHEDULE "C" Taxes Payable by Landlord and Tenant.........................................      1
SCHEDULE "D" Services and Costs...........................................................      1
SCHEDULE "E" Rules and Regulations........................................................      1
SCHEDULE "E1" Environmental Convenants....................................................      1
SCHEDULE "F" Leasehold Improvements.......................................................      1
SCHEDULE "H" Option To Renew..............................................................      1
SCHEDULE "I" LETTER OF CREDIT.............................................................      1
SCHEDULE "J" .............................................................................      2
Restrictive Covenants.....................................................................      2
SCHEDULE "K-1" ABATEMENT OF BASIC RENT....................................................      1
</TABLE>

(11/01/03) Multi Industrial Lease (U.S.A.)
<PAGE>

                         BASIC LEASE INFORMATION RIDER

Preamble    Date of Lease: April 21, 2004

Preamble    Landlord: THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)

Preamble    Tenant: BRIGHTSTAR CORPORATION

Section 1   "LEASED PREMISES": Space as shown on Schedule "B-1" attached hereto
            within that certain building (the "BUILDING") located at 1001
            Technology Way, Libertyville, Illinois (the Leased Premises, the
            Building, together with the lands described in Schedule "A" attached
            hereto and present and future improvements, additions and changes
            thereto being herein called the "PROPERTY").

Section 1   Rentable Are of Leased Premises: 106,087 square feet, which is
            stipulated and agreed by the parties as having been measured in
            accordance with the provisions of Schedule "B" attached hereto based
            on Tenant's re-measurement of the Leased Premises.

Section 1   "PERMITTED NUMBER OF PARKING SPACES": 177 unreserved parking spaces
            and 6 reserved parking spaces at no cost to Tenant other than
            Additional Rent as defined herein.

Section 2   "COMMENCEMENT DATE": upon substantial completion of Landlord's Work
            and Tenant's Work (as described in Schedule "F"), subject to Section
            2 of the Leave.

            "TERM": 10 years and a period of time equal to the Beneficial
            Occupancy Period to be computed from the Commencement Date, with one
            5 year renewal term subject to Schedule "H" attached to this Lease.

Section 3   Basic Rent shall be abated for the Beneficial Occupancy Period of
            the Term. The Beneficial Occupancy Period shall be a period of 7
            months unless extended in accordance with Section 2.(b) of the
            Lease. "BASIC RENT" for each Full Rent Year shall be as set forth in
            the table below. Each year commencing upon expiration of the
            Beneficial Occupancy Period (or a period of time equal to the
            Beneficial Occupancy Period after the first day of the first month
            following the Commencement Date if the Commencement Date is other
            than the first day of the month, in which event the First Full Rent
            Year shall include the period between the Commencement Date and the
            first month thereafter) or anniversary thereof is hereafter referred
            to as a "FULL RENT YEAR"

<TABLE>
<CAPTION>
Full Rent Year     $/PSF        Annual         Monthly
-------------------------------------------------------
<S>                <C>       <C>             <C>
       1           $4.35     $461,478.45     $38,456.54
       2           $4.46     $473,148.02     $39,429.00
       3           $4.57     $484,817.54     $40,401.47
       4           $4.68     $496,487.15     $41,373.93
       5           $4.80     $509,217.60     $42,434.80
       6           $4.92     $521,948.04     $43,495.67
       7           $5.04     $534,678.48     $44,556.54
       8           $5.17     $548,469.79     $45,705.82
       9           $5.30     $562,261.10     $46,855.09
       10          $5.43     $576,052.41     $48,004.37
</TABLE>

Section 4   Security Deposit: $500,000.00. Provided that there has not occurred
            an Event of Default under this Lease at any time prior, the Security
            Deposit shall be reduced: to $300,000.00 at the beginning of the
            second Lease Year; $100,000.00 at the beginning of the third Lease
            Year; and $45,000.00 at the beginning of the fourth Lease Year.
            Details regarding the form of the letter of credit (letter of credit
            versus cash) are set forth in Section 4.

Section 6   Permitted Use: general office and warehouse use, cellular phone
            services and production of cellular phones, and distribution
            services for wireless/cellular industry.

Section 11  Tenant's Address for Notices prior to delivery of the Leased
            Premises to Tenant:

            Brightstar U.S.
            625 Forest Edge Drive
            Vernon Hills, Illinosis 60061
            Attention: Gary Poupard

            Tenant's Address for Notices after delivery of the Leased Premises
            to Tenant:

<PAGE>

                                      -2-

            The Leased Premises

            With copies to:

            Kirkpatrick & Lockhart LLP
            Henry W. Oliver Building
            535 Smithfield Street
            Pittsburgh, PA 15222-2312
            Attention: Pierce Richardson, Esq.

            Landlord's Address for Notices:

            The Manufacturers Life Insurance Company (U.S.A.)
            1475 E. Woodfield Road
            Suite 108
            Schaumburg, Illinois 60173

            With copies to:

            Holland & Knight
            One East Broward Blvd.
            P.O. Box 14070
            Fort Lauderdale, Florida 33301
            Attention: Irwin J. Fayne, Esq.

Section 11  Tenant's Real Estate Broker: Colliers, Bennett & Kahnweiler

            Landlord's Real Estate Broker: Cushman & Wakefield

      Certain of the information relating to the Lease, including many of the
principal economic terms, are set forth in the foregoing Basic Lease Information
Rider (the "BLI RIDER"). The BLI Rider and the Lease are, by this reference,
hereby incorporated into one another. In the event of any direct conflict
between the terms of the BLI Rider and the terms of the Lease, the BLI Rider
shall control. Where the Lease simply supplements the BLI Rider and does not
conflict directly therewith, the Lease shall control.

      IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI Rider as of
the dates below their names. In consideration of the rents, covenants and
agreements hereinafter reserved and contained, the Landlord and Tenant hereby
agree to all of the terms of this BLI Rider together with the Lease (including
its Schedules and Exhibits) following their signatures. Capitalizied terms used
in the Lease shall have the same meanings as definied in this BLI Rider unless
otherwise expressly provided in the Lease.

WITNESSES (Sign and Print Name):           "LANDLORD"

Sign /s/ [ILLEGIBLE]                       MANUFACTURERS LIFE INSURANCE
     --------------------------            COMPANY (U.S.A.)
Print [ILLEGIBLE]

Sign /s/ Leigh J. Brown                    By: /s/ Bruce Pearson
     --------------------------                -------------------------------
Print LEIGH J. BROWN                       Name: Bruce Pearson
(As to Landlord)                           Title: Regional Director
                                           Dated: 4/21/04

WITNESSES (Sign and Print Name):           "TENANT"

Sign /s/ [ILLEGIBLE]                       BRIGHTSTAR CORPORATION
     --------------------------
Print [ILLEGIBLE]

Sign /s/ Andrea Brad Shaw                  By: /s/ Denise Gibson
     --------------------------                -------------------------------
Print ANDREA BRAD SHAW                     Name: DENISE GIBSON
(As to Tenant)                             Title: President & COO
                                           Dated: 4/9/04

                                    PAGE II
<PAGE>

                                1. LEASED PREMISES

Leased Premises

(a) The Landlord does hereby demise and lease to the Tenant the Leased Premises.

License

(b) The Tenant, its employees, licensees and invitees, and all persons lawfully
requiring communication with the Tenant shall have free and uninterrupted access
to the Leased Premises, the Common Areas and Facilities of the Property,
together with the right of the Tenant, its employees, licensees and invitees and
all persons lawfully requiring communication with the Tenant, in common with the
other tenants of the Property, to use the Common Areas and Facilities as from
time to time are made available by the Landlord to the tenants of the Property.
As used in this Lease "COMMON AREAS AND FACILITIES" mean those premises and
facilities which may be designated by the Landlord from time to time in or near
the Property for the general use in common of tenants, their officers, agents,
employees, customers, and any other person permitted by the Tenant to be on the
Property and/or the Leased Premises and shall include, without limitation,
driveways, truckways, entrances, exits, hallways, loading docks, pedestrian
sidewalks, ramps, exterior [and interior] stairways, landscaped areas, parking
areas and lighting facilities. Notwithstanding the foregoing, Tenant shall not
utilize any parking spaces other than the Permitted Number of Parking Spaces,
which shall be free to Tenant during the term (other than Tenant's payment of
Additional Rent as defined herein), and such use shall be on an unassigned,
"first come-first served" basis during the Term, except for with respect to the
six (6) reserved parking spaces in favor of Tenant, which Tenant shall be
permitted to mark for Tenant's exclusive use. Such reserved spaces shall be six
(6) parking spaces that are closest to the main entrances to the Leased
Premises. Tenant and its agents and employees shall not park in any spaces
reserved for another tenant and clearly marked for reserved use. Landlord has
and reserves the right to alter the methods used to control parking and the
right to establish such reasonable controls and rules and regulations ( such as
parking stickers to be affixed to vehicle) regarding parking that Landlord may
deem desirable. Tenant acknowledges that Landlord will have the right to tow
vehicles improperly parked, blocking ingress or egress lanes, or violating
parking rules, at the expense of the offending tenant and/or owner of the
vehicle. If and when so requested by Landlord, Tenant shall furnish Landlord
with the license numbers of any vehicles of Tenants, its agents and employees.

                                     2. TERM

Term

(a) Tenant shall HAVE AND HOLD the Leased Premises for and during the Term.

Delay in Occupancy

(b) Landlord shall make diligent efforts to substantially complete Tenant's Work
and Landlord's Work on or before the Required Completion Date. The Required
Completion date is September 1, 2004 as such date is deferred by the number of
days in which Landlord's Work and Tenant's Work is delayed on account of Tenant
Delay, Unavoidable Delay and delays described in Section 11.(e). Notwithstanding
the foregoing, in the event that, pursuant to Schedule "F", Tenant selects
Robert Borg Construction to construct Tenant's Work, the Required completion
Date shall be deemed to be the actual date of substantial completion of Tenant's
Work. To the extent substantial completion (as defined in Schedule "F") of
Landlord's Work and Tenant's Work, as such terms are defined in Schedule "F", is
delayed solely on account of Tenant Delay, the Leased Premises shall nonetheless
be deemed to be ready for occupancy as of the date that substantial completion
of Landlord's Work and Tenant's Work would have occurred but for the Tenant
Delay. As used herein, "Tenant Delay" means delays in Landlord's Work and
Tenant's work attributable in any manner to any of the following: (i) changes
requested by Tenant in Tenant's Work (notwithstanding Landlord's subsequent
approval of any such changes); (ii) failure of Tenant to comply with any of the
time requirements that are imposed on Tenant in Schedule "F"; (iii) those
circumstances specifically referenced in Schedule "F" as a Tenant Delay; (iv)
any other act, omission or delay by Tenant, its agents, contractors, vendors or
persons employed by any of such persons which delays the substantial completion
of Landlord's Work and Tenant's Work, including without limitation the presence
of any such persons inside the Leased premises prior to substantial completion
of Landlord's work and Tenant's Work; and (v) any "long lead" items contained in
Tenant's Work which delays completion of landlord's Work and/or Tenant's Work
beyond September 1, 2004 (provided, however, any "long lead" items consisting of
equipment and/or materials typically incorporated in leasehold improvements at
the Property or in similar projects located in Lake County, Illinois and leased
for office/industrial use shall be deemed Unavoidable Delay as opposed to Tenant
Delay). As used herein, "Unavoidable Delay" means delays in Landlord's Work and
Tenant's Work attributable in any manner to any of the following: (i) Tenant's
plans and specifications of tenant's Work reflecting any improvements that are
not strictly in compliance with all applicable laws and codes, or failure in any
respect of such plans and specifications to comply with requirements applicable
to Landlord obtaining a building permit with respect to Tenant's Work ;(iii) the
number of days between March 31, 2004 and the date this Lease is fully signed
and delivered by the parties; and (iii) the number of days between March 31,
2004 and the date that Tenant notifies Landlord that it has approved of plans
and specifications of Tenant's Work

(11 01 03)Multi Industrial Lease (U.S.A)




<PAGE>

                                      -2-

submitted to Tenant for its approval. If Landlord fails to substantially
complete Landlord's Work and Tenant's Work and/or fails to deliver the Leased
Premises on or before the Required Completion Date, as Tenant's sole remedy, the
Beneficial Occupancy Period shall be extended by a number of days equal to the
total number of days that the Commencement Date is delayed beyond the Required
Completion Date. Notwithstanding anything in this Lease to the contrary, in the
event that the Commencement Date has not occurred on or before 4 months after
the Required Completion Date, Tenant may as its sole remedy, without liability
or further obligation, terminate this Lease upon written notice to Landlord, and
upon Landlord's receipt of such written notice this Lease shall be of no further
force or effect and any of Tenant's deposits to Landlord shall be promptly
returned to Tenant.

Overholding

(c) If at the expiration of the Term or sooner terminations hereof, the Tenant
shall remain in possession of the Leased Premises without any further written
agreement or in circumstances where a tenancy would thereby be created by
implication of law or otherwise, a tenancy from year to year shall not be
created by implication of law or otherwise, but the Tenant shall be deemed to be
a monthly tenant only, at the holdover percentage ( defined as 125% for each of
the first 2 months of holdover and 150% for each additional month of holdover)
of "Basic Rent" (as hereinafter defined) payable monthly in advance plus
"Additional Rent" (as hereinafter defined) and otherwise upon and subject to the
same terms and conditions as herein contained, excepting the length of the
tenancy, provisions for renewal (if any) and leasehold improvement allowance (if
any), contained herein, and nothing, including the acceptance of any Rent by the
Landlord, for periods other than monthly periods, shall extend this Lease to the
contrary, and the Tenant hereby authorizes the Landlord to apply any moneys
received from the Tenant in payment of such monthly Rent. Notwithstanding the
foregoing, in the event that the Tenant shall hold over after the expiration of
the Term and the Landlord shall desire to regain possession of the Leased
Premises promptly at the expiration of the Term, then the Landlord, at its sole
option, may forthwith re-enter and take possession of the Leased Premises
without process, or by any legal process in force, Tenant hereby expressly
waiving any and all notices to cure or vacate or to quit the Leased Premises
provided by current or future law (except for those notices specifically
outlined in this Lease). Notwithstanding the foregoing, at anytime that Tenant
is conducting its business in the Leased Premises, Landlord will only evict
Tenant forcibly by applicable eviction proceedings. Nothing in this paragraph
shall be construed as giving Tenant the right to holdover beyond expiration of
the Term, and Tenant will pay to Landlord, upon request, all damages that
Landlord may prove that it suffered on account of Tenant's failure to surrender
possession as and when aforesaid and will indemnify Landlord against all
liabilities, costs and expenses (including all reasonable attorneys' fees and
costs if any) arising out of Tenant's delay in so delivering possession,
including claims of any succeeding tenant.

                                     3. RENT

Basic Rent

(a) The Tenant shall without demand, deduction or offset (except as otherwise
provided herein) pay to the Landlord Basic Rent as set forth in the BLI Rider
for every year during the Term. Basic Rent shall be paid in lawful money of the
United States of America, in equal monthly installments as set forth in the BLI
Rider. Notwithstanding the foregoing, the first payment of Basic Rent due
hereunder shall be paid by Tenant within three (3) business days after the date
of full execution and delivery of this Lease.

Additional Rent

(b) The Tenant shall, without deduction or right of offset (except as otherwise
provided herein) pay to the Landlord yearly and every year during the Term as
additional rental (herein called "ADDITIONAL RENT"):

      (i)   the amount of any Taxes payable by the Tenant to the Landlord
            pursuant to the provisions of Schedule "C" attached hereto; and

      (ii)  the amounts required to be paid by the Tenant to the Landlord
            pursuant to the provisions of Schedule "D" attached hereto.

Payment - Additional Rent

(c)   Additional Rent shall be paid and adjusted with reference to a fiscal
period of twelve (12) calendar months ("FISCAL PERIOD"), which shall be a
calendar year unless the Landlord shall from time to time have selected a Fiscal
Period which is not a calendar year by written notice to the Tenant. Payments of
Additional Rent shall be made in equal monthly installments, each in advance on
the first day of each month during the Term.

                                    PAGE II

<PAGE>

                                      -3-

The Landlord shall advise the Tenant in writing of its estimate of the
Additional Rent to be payable by the Tenant during the Fiscal Period (or broken
portion of the Fiscal Period, as the case may be, if applicable at the
commencement or end of the Term or because of a change in Fiscal Period ) which
commenced upon the Commencement Date and for each succeeding Fiscal Period or
broken portion thereof which commences during the Term. Such estimate shall in
every case be a reasonable estimate and, if requested by the Tenant, shall be
accompanied by reasonable particulars of the manner in which it was calculated.
The Additional Rent payable by the Tenant shall be paid in equal monthly
installments in advance at same time to time, but not more than once per Fiscal
Period or broken portion thereof, the Landlord may re-estimate, on a reasonable
basis, the amount of Additional Rent for any Fiscal Period or broken portion
thereof, in which case the Landlord shall advise the Tenant in writing of such
re-estimate and fix new equal monthly installments for the remaining balance of
such Fiscal Period or broken portion thereof. After the end of each such Fiscal
Period or broken portion thereof the Landlord shall provide the Tenant with a
statement of the actual Additional Rent payable in respect of such Fiscal Period
or broken portion thereof and calculation of the amounts by which the Additional
Rent payable by the Tenant exceeds or is less than(as the case may be)the
aggregate installments paid by the Tenant on account of Additional Rent for such
Fiscal Period.

Within thirty (30) days after the submission of such statement either the Tenant
shall pay to the Landlord any amount by which the amount found payable by the
Tenant with respect to such Fiscal Period or broken portion thereof exceeds the
aggregate of the monthly payments made by it on account thereof during such
Fiscal Period or broken portion thereof, or the Landlord shall pay to the Tenant
any amount by which the amount found payable as aforesaid is less than the
aggregate of such monthly payments.

Recovery of Rent

(d) In this Lease "RENT," means all amounts required to be paid by the Tenant
pursuant to this Lease including without limitation Basic Rent and Additional
Rent. Alternatively, if required by Landlord, Tenant shall pay Tenant's Rent
obligations to Landlord by wire transfer pursuant to instructions set forth in a
notice given by Landlord to Tenant.

Accrual of Rent

(e)Basic Rent and Additional Rent shall be considered as accruing from day to
day and for an irregular period of less than one year or less than one calendar
month shall be apportioned and adjusted by the Landlord for the Fiscal Periods
of the Landlord in which the tenancy created hereby commences and expire. Where
the calculation of Additional Rent for a period cannot be made until after the
termination of this Lease, the obligation of the Tenant and adjust Additional
Rent shall survive the termination hereof .If the Term commences or expires on
any day other than the first or the last day of a month, Basic Rent and
Additional Rent for such fraction a month shall be apportioned and adjusted on a
per diem basis.

Limitations

(f) The information set out in statements, documents or other writings setting
out the amount of Additional Rent submitted to the Tenant under or pursuant to
this Lease shall be binding on the Tenant and deemed to be accepted by it and
shall not be subject to amendment for any reason unless the Tenant gives written
notice (the "DISPUTE NOTICE") to the Landlord within ninety (90) days of the
Landlord's submission of such statement, document, or writing identifying the
statement, document or writing. The Dispute Notice shall set out in reasonable
detail the reason why Tenant believes such statement, document or writing is in
error or otherwise should not be binding on the Tenant. If the Tenant disputes
the amount of the Additional Rent as aforesaid, and if such dispute is not
resolved within thirty (30) days after the Tenant delivers the Dispute Notice to
the Landlord, then the Landlord shall cause an audited statement of Additional
Rent to be prepared by an independent nationally recognized firm of certified
public accountants reasonably acceptable to Landlord and Tenant .The statement
of Additional Rent as prepared by such accountants shall be final and binding
upon the parties hereto and within 15 days after delivery of such statement of
Additional Rent to the parties by the accountants the Landlord and Tenant shall
readjust Additional Rent as contemplated by section 3(c). The reasonable cost of
preparation of such audited statement shall be paid by the tenant as Rent unless
the amount of Additional Rent payable by the Tenant as set forth in such audited
financial statement is atleast 4% less than the amount of Additional Rent
demanded by the Landlord in accordance with the statement delivered to the
Tenant pursuant to section 3(c). If the amount of Additional Rent payable by the
Tenant as set forth in such audited statement is at least 4% less than the
amount of Additional Rent demanded by the Landlord in its statement, then
Landlord shall pay the cost of preparation of such audited statement.

                               4. SECURITY DEPOSIT

                                    PAGE III
<PAGE>
                                     - 4 -

Security Deposit

The Tenant shall pay to the Landlord on execution of this Lease by the Tenant
the Security Deposit. The Security Deposit shall be paid to Landlord in the form
of a letter of credit (the "Letter of Credit") in favor of Landlord in the
amount of the Security Deposit. Schedule "I" attached hereto sets forth
additional requirements pertaining to the Letter of Credit. Notwithstanding the
foregoing, at such time as the Security Deposit is reduced to one month of Basic
Rent, Tenant may elect to pay the Security Deposit in cash, and upon payment of
such cash, Landlord shall return the Letter of Credit to Tenant. The Security
Deposit shall stand as security for the payment by the Tenant of any and all
present and future debts and liabilities of the Tenant to the Landlord and for
the performance by the Tenant of all of its obligations arising under or in
connection with this Lease (the "Debts, Liabilities and Obligations"). The
Landlord shall not be required to keep the cash deposit separate from its
general funds. In the event of the Landlord deposing of its interest in this
Lease, the Landlord shall credit the deposit to its successor and thereupon
shall have no liability to the Tenant to repay or return the security deposit to
the Tenant. Subject to the foregoing and to the Tenant not being in default
under this Lease, the Landlord shall repay or return the security deposit to the
Tenant without interest within thirty (30) days of the end of the Term or sooner
termination of the Lease provided that all Debts, Liabilities and Obligations of
the Tenant to the Landlord are paid and performed in full, failing which the
Landlord may on notice to the Tenant elect to retain the security deposit and to
apply it in reduction of the Debts, Liabilities and Obligations and the Tenant
shall remain fully liable to the Landlord for payment and performance of the
remaining Debts, Liabilities and Obligations. Upon satisfaction of the remaining
Debts, Liabilities and Obligations, Landlord shall return to Tenant any unused
portion of the Security Deposit.

                              5. GENERAL COVENANTS

Landlord's Covenants

(a)   The Landlord covenants with the Tenant:

      (i)   for the quiet enjoyment not interrupted by the claim of any party
            having or claiming through Landlord to have superior rights to those
            of Landlord or Tenant in the Property; and

      (ii)  to observe and perform all the covenants and obligations of the
            Landlord herein.

Tenant's Covenants

(b)   The Tenant covenants with the Landlord:

      (i)   to pay Rent; and

      (ii)  to observe and perform all the covenants and obligations of the
            Tenant herein.

                              6. USE AND OCCUPANCY

The Tenant covenants with the Landlord:

Use

(a) not to use the Leased Premises for any purpose other than the Permitted Use.
In no event shall the Leased Premises be used in any manner that would violate
the restrictive covenants set forth in Schedule "J" attached hereto. Landlord
warrants and represents to Tenant that (i) Landlord has received no notice of
violations of the restrictive covenants set forth in Schedule "J", and (ii) the
use of the Building and the Property as contemplated by this Lease will not
violate the restrictive covenants set forth in Schedule "J".

Waste, etc.

(b) not to commit, or permit, any waste, injury or damage to the Leased Premises
including the Leasehold Improvements and any trade fixtures therein, provided
that ordinary wear and tear and damage by fire and other casualty shall not be
considered waste, injury or damage for purposes of this covenant;

Nuisance

(c) not to do or omit to do or permit to be done or omitted anything upon or in
respect of the Leased Premises, the doing or omission of which, as the case may
be, shall be or result in any nuisance or menace to the Landlord, other tenants
of the Property or occupants of adjoining and/or neighboring lands and premises
and without limiting the foregoing, the Tenant shall not keep in, on or around
the Leased Premises any animals, birds or other pets; and that no machinery
shall be used on the Leased Premises which shall cause any undue vibration in or
to the Leased Premises, and if the Landlord, acting

                                     PAGE IV

<PAGE>

                                      - 5 -

reasonably, shall complain that any machinery or operation thereof in or on the
Leased Premises is a nuisance to it or others, upon receiving notice thereof,
the Tenant will immediately cease such nuisance;

Overloading

(d) not to bring upon the Leased Premises or any part thereof, any machinery,
equipment, article or thing that by reason of its weight, size, or use might, in
the opinion of the Landlord, acting reasonably, damage the Leased Premises and
will not at any time overload the floors of the Leased Premises , and that if
any damage is caused to the Leased Premises by any machinery, equipment, article
or thing or by overloading, or by any person having business with the Tenant,
the Tenant shall forthwith repair the same or pay to the Landlord the cost of
repairing the same;

Overloading of Facilities

(e) not to install any equipment which would exceed or overload capacity of the
utility facilities to the Leased Premises and agrees that if any equipment
installed by the Tenant shall require additional utility facilities, the same
shall be installed, if available, and subject to the Landlord's prior written
approval thereto (which approval may not be unreasonably withheld, conditioned
or delayed), at the Tenant's sole cost and expense in accordance with plans and
specifications to be approved in advance by the Landlord, in writing (which
approval may not be unreasonably withheld, conditioned or delayed);

Plumbing Facilities

(f) not to use the plumbing facilities (if any) in the Leased Premises for any
other purpose than that for which they are constructed, and no foreign substance
of any kind shall be thrown therein and the expense of any breakage, stoppage or
damage resulting from a violation of this provision shall be borne by the
Tenant, as Rent, payable to Landlord within thirty (30) days after Tenant's
receipt of written invoice therefor;

Refuse

(g) not to use any outside garbage or other containers, other than appropriate
dumpsters and/or trash compactors which Tenant shall locate in Tenant's loading
dock, or allow any ashes, refuse, garbage or other loose or objectionable
material to accumulate in or about the Leased Premises, and will at all times
keep the Leased Premises in a clean and tidy condition and shall immediately
before the termination of the Term, wash the floors, windows, doors and woodwork
of the Leased Premises. Provided further the Tenant will not store or cause to
be stored outside the Leased Premises, any of its inventory, stock-in-trade, or
row materials;

Compliance with law

(h) to comply at its own expense with all governmental laws, regulations and
requirements from time to time pertaining to the Leased Premises or the
occupation and use thereof, the condition of the Leasehold Improvements, trade
fixtures, furniture and equipment installed by or on behalf of the Tenant
therein and the making by the Tenant of any repairs, replacements, alterations,
additions, changes or improvements therein. Tenant's obligation to comply with
the foregoing shall exclude structural alterations or replacements to the
Building shell unless such alterations or repairs are necessitated by Tenant's
particular use of the Leased Premises including without limitation alternations
made by or on behalf of Tenant. Landlord shall perform all structural
alternations or replacements to the Building shell as required by governmental
laws, regulations and requirements except for any such alterations or
replacements for which Tenant is responsible pursuant to the immediately
preceding sentence. Notwithstanding the foregoing, Landlord shall be responsible
for correcting any violations of law with respect to the Leased Premises that
exist as of the date of substantial completion of Landlord's Work and Tenant's
Work whether or not the parties have knowledge of such violations;

Rules and Regulations

(i) to observe and perform, and to cause its employees, invitees and others over
whom the Tenant can reasonably be expected to exercise control to observe and
perform, the Rules and Regulations contained in Schedule "E" hereto, and such
further and other reasonable rules and regulations and amendments and additions
therein as may hereafter be made by the Landlord and notified in writing to the
Tenant, except that no change or addition may be made that is inconsistent with
this Lease unless as may be required by governmental regulation. The imposition
of such Rules and Regulations shall not create or imply any obligation of the
Landlord to enforce them or create any liability of the Landlord for their
non-discriminate in the enforcement of such Rules and Regulations.

                                     PAGE V

<PAGE>

                                      - 6 -

Insurance Risks

(j) not to do, omit or permit to be done or omitted to be done upon the Property
anything which would cause to be increased the Landlord's cost of insurance or
the costs of insurance of another tenant of the Property against perils as to
which the Landlord or such other tenant has insured or which shall cause any
policy of insurance on the Property to be subject to cancellation.

                         7. ASSIGNMENT AND SUB-LETTING

No Assignment and Subletting

(a) The Tenant covenants that it will not assign this Lease or sublet all or any
part of the Leased Premises or mortgage or encumber this Lease or the Leased
Premises or any part thereof, or suffer or permit the occupation of all or any
part thereof by others (each of which is a "TRANSFER") without the prior written
consent of the Landlord, which consent the Landlord covenants not to
unreasonably withhold, condition or delay as to any assignee, subtenant or
occupant (the "TRANSFEREE") who is in a satisfactory financial condition, agrees
to use the Leased Premises for those purposes permitted hereunder, or any other
lawful purpose reasonably acceptable to Landlord, and is otherwise satisfactory
to the Landlord, acting reasonably, subject to the Landlord's right of
termination arising under this section. This prohibition against a Transfer
shall be construed to include a prohibition against any Transfer by operation of
law.

Notwithstanding anything to the contrary contained herein, Tenant shall be
entitled to assign this Lease or sublet the Leased Premises or a portion thereof
without Landlord's consent to an entity ("CONTROLLED TENANT") (i) resulting from
the merger of the originally named Tenant with, or acquisition (including all or
substantially all of the assets or stock) by or of, another company, provided
such Controlled Tenant shall have a tangible net worth not less than the
tangible net worth of Tenant as of the date of this Lease or (ii) which may
acquire all or substantially all the ownership interests in Tenant (e.g.,
capital stock, partnership or membership interests, etc.), provided such
Controlled Tenant shall have a tangible net worth not less than the tangible net
worth of Tenant as of the date of this Lease or (iii) any company that is and
remains throughout the Lease Term an affiliate of Tenant. As used in the
immediately preceding sentence, an affiliate is a company that either directly
or through one or more intermediaries controls Tenant, is controlled by Tenant
or which is controlled by a company that likewise controls Tenant. In connection
with any such assignment, Tenant shall provide written notice of the assignment
to the Landlord and cause the Controlled Tenant to execute and deliver to
Landlord an agreement whereby the Controlled Tenant agrees to be bound by all
the covenants and agreements in this Lease which Tenant has agreed to keep,
observe or perform, and whereby the Controlled Tenant agrees that the provisions
of this paragraph shall be binding upon it as if it were the original Tenant
hereunder. Together with its required notice to Landlord regarding the proposed
transfer to a Controlled Tenant, Tenant shall provide Landlord with supporting
documentation confirming to Landlord's reasonable satisfaction that the
transferee is, in fact, a Controlled Tenant. Notwithstanding the foregoing, in
no event shall the Tenant be released from liability for the obligations under
the Lease upon a transfer to a Controlled Tenant.

Assignment or Subletting Procedures

(b)   The Tenant shall not effect a Transfer (other than a Transfer to a
      Controlled Tenant) unless:

      (i)   it shall have received or procured a bona fide written offer to take
            an assignment or sublease which would not breach any provision of
            this Lease if this section is complied with and which the Tenant has
            determined to accept subject to this section being complied with,
            and

      (ii)  it shall have requested and obtained the consent in writing of the
            Landlord thereto.

Any request for consent shall be in writing and accompanied by a copy of the
offer represented in writing delivered to Landlord on behalf of the Tenant to be
true and complete, and the Tenant shall furnish to the Landlord all information
reasonably available to the Tenant and requested by the Landlord as to the
responsibility, financial standing and business of the proposed Transferee.
Notwithstanding the provisions of subsection 7(a), within twenty (20) days after
the receipt by the Landlord of such request for consent and of all information
which the Landlord shall have requested hereunder and which was reasonably
available to Tenant, the Landlord shall notify Tenant in writing whether it will
consent to the proposed transfer. Alternatively, Landlord has the right upon
written notice of termination submitted to the Tenant within the above mentioned
twenty (20) day period, if the request is to assign this Lease or sublet the
whole of the Leased Premises for all or substantially all of the Term, to cancel
and terminate this Lease, or if the request is to sublet a part of the Leased
Premises only, to cancel and terminate this Lease with respect to such part, in
each case as of a termination date to be stipulated in the notice of termination
which shall be not less than

                                     PAGE VI
<PAGE>

                                      - 7 -

sixty (60) days or more than ninety (90) days following the giving of such
notice. In such event the Tenant shall surrender the whole or part, as the case
may be, of the Leased Premises in accordance with such notice of termination and
the provisions of this Lease, and Basic Rent and Additional Rent shall be
apportioned and paid to the date of surrender and, if a part only of the Leased
Premises is surrendered, Basic Rent and Additional Rent shall after the date of
surrender abate with respect to the portion of the Leased Premises surrendered.
If such consent shall be given the Tenant may effect the Transfer only upon the
material terms set out in the offer submitted to the Landlord as aforesaid and
not otherwise. If Landlord fails to respond to Tenant's request for consent
within the above mentioned fifteen (15) day period. Tenant shall be entitled to
send Landlord a reminder notice, and if Landlord fails to respond with five (5)
days after receipt of such reminder notice, Tenant may effect the Transfer only
upon the terms set out in the offer submitted to the Landlord as aforesaid and
not otherwise. Any consent shall be given without prejudice to the Landlord's
rights under the Lease and shall be limited to the particular Transfer in
respect of which it was given and shall not be deemed to be an authorization for
or consent to any further or other Transfer. Landlord's right to recapture the
Leased Premises as set forth in this Section shall be inapplicable to a Transfer
to a Controlled Tenant.

Excess Transfer Rent

(c) In the event the Landlord consents to any Transfer, the Tenant shall pay to
the Landlord, as and when amounts on account are due or paid by the Transferee
to the Tenant, 50% of all excess Transfer rents (hereinafter called the "Excess
Transfer Rent"), if any, as Rent. The Excess Transfer Rent shall be determined
by subtracting from all gross revenue received by the Tenant from the Transferee
and attributable to the Transfer:

      (i)   the Rent paid by the Tenant to the Landlord during the term of the
            Transfer; and

      (ii)  any reasonable and customary out of pocket transaction costs
            incurred by the Tenant in connection with such Transfer including
            attorney's fees, brokerage commissions, cash inducements and
            alteration costs (which transaction costs shall be amortized on a
            straight line basis over the term of the Transfer).

The Tenant agrees to promptly furnish such information with regard to the Excess
Transfer Rent as the Landlord may request from time to time.

Assumption of Obligations

(d) No Transfer shall be effective unless the Transferee shall execute and
agreement in a form that is reasonably acceptable to Landlord, assuming all the
obligations of the Tenant hereunder, and shall have paid to the Landlord its
reasonable out-of-pocket expenses in connection with legal and other
consultants.

Tenant's Continaning Obligations

(e) The Tenant agrees that any consent to a Transfer shall not thereby release
the Tenant of its obligations hereunder.

Change of Control

(f) If the Tenant or occupant of the Leased Premises at any time is a
corporation, it is acknowledged and agreed that the transfer of the majority of
the issued capital stock of the corporation or the transfer or issuance of any
capital stock of the corporation sufficient to transfer effective voting control
of the corporation to others than the shareholder or shareholders having
effective effective voting control of the corporation immediately prior to such
transfer or issuance, shall be deemed for all purposes of this Section 7 to be a
Transfer and, accordingly such Transfer shall be subject to the provisions of
this Section 7 prohibiting assignment of this Lease unless the prior written
consent of the Landlord is first obtained, which consent Landlord shall not
unreasonably withhold, condition or delay, and the Landlord shall have all of
the same rights and obligations in respect thereof as though any such transfer
or issuing of shares or proposed transferring or issuing of shares were a
Transfer; provided, however, that this Section 7(f) shall not apply to, and no
consent of Landlord shall be required with respect to, (i) a public offering of
stock by Tenant, or (ii) a transaction with a Controlled Tenant. This subsection
7(f) shall not apply to the Tenant if and for so long as the Tenant is a
corporation whose shares are listed and traded on any recognized stock exchange
in Canada or the United States.

                                    PAGE VII
<PAGE>

                                      - 8 -

                               8. REPAIR & DAMAGE

Landlord's Repairs to Property

(a) (i)  The Landlord shall, at all times throughout the Term, keep the Common
         Areas and Facilities of the Property in a good and reasonable state of
         repair and decoration, and shall, if necessary, replace all or a part
         of the Common Areas and Facilities, such maintenance, repair and
         replacement to be undertaken and completed by Landlord within a
         reasonable period of time (provided, however, the foregoing shall not
         be construed to require that Landlord hire overtime workers). The
         Landlord covenants with the Tenant, at all times throughout the Term,
         to keep in a good and reasonable state of repair and, if necessary, to
         replace as expeditiously as reasonably feasible,

         (A) standard demising walls and structural elements of the Building
             (including the roof and all elements thereof (other than
             installations by Tenant pursuant to "M-2"), and structural elements
             of floors, ceilings and foundations),

         (B) exterior walls of the Building,

         (C) electrical and mechanical installations located outside the Leased
             Premises, and

         (D) utility lines and connections, water mains and gas mains that are
             within the Property but outside of the Leased Premises and serving
             the Property.

         The Landlord shall also repair and, if necessary, replace as
         expeditiously as reasonably feasible any "Insured Damage" (as herein
         defined). The Landlord shall in no event be required to make repairs or
         replacements to Leasehold Improvements made by the Tenant, or by the
         Landlord on behalf of the Tenant or another tenant, unless such repairs
         or replacements become necessary as a result of the wrongful or
         negligent acts or omissions of Landlord, its employees, agents or
         representatives, or to make repairs to ordinary wear and tear within
         the Leased Premises. Notwithstanding the foregoing, Landlord agrees to
         make necessary repairs and replacements to HVAC equipment serving the
         Leased Premises during a period of one year following substantial
         completion of Landlord's Work and Tenant's Work.

    (ii) The cost of any repairs or replacements made by the Landlord shall
         be included in Operating Costs (as herein defined), subject to the
         terms and limitations set forth on Schedule "D" attached hereto.

Tenant's Repairs to Leased Premises

(b) The Tenant shall, at its sole cost and expense and at all times throughout
the Term (except insofar as the obligation to maintain, repair and/or replace
rests upon the Landlord pursuant to the provisions of subsection 8(a) or
elsewhere in this Lease including Landlord's warranty with respect to HVAC as
more particularly set forth in Schedule "F"), keep and maintain the interior of
the Leased Premises and every part thereof in good order and repair as would a
prudent tenant, reasonable wear and tear and damage by fire or other casualty
excepted to the extent provided in Section 8, and provided that this obligation
shall not extend to structural elements. Additionally, Tenant at its sole cost
and expense shall be responsible for maintaining, repairing and if necessary
replacing any utility, mechanical and other equipment and/or installations
located outside the Leased Premises that are solely for the benefit of Tenant's
use of the Leased Premises.

      To the extent that any portion of the heating, air conditioning and
ventilation system serves solely and is located inside the Leased Premises, the
Tenant shall procure and maintain, at Tenant's sole cost and expense, a
contract, with copies to the Landlord, in customary form and substance for and
with a contractor specializing and experienced in the inspection, maintenance
and service of the heating, air conditioning and ventilation system for the
Leased Premises.

Entry by Landlord

(c) It shall be lawful for the Landlord and its agents at all reasonable times
during the Term during normal business hours to enter the Leased Premises to
inspect the condition thereof upon giving twenty-four (24) hours prior verbal
notice (however no notice shall be required or restriction as to hours of entry
be applicable in case of emergency). Landlord and its agents shall use
commercially reasonable efforts to avoid interfering with or disrupting Tenant's
business or its use of the Leased Premises during such entry

                                    PAGE VIII
<PAGE>

                                      - 9 -

and inspection. Where an inspection reveals that repairs or replacements are
necessary, the Landlord shall give to the Tenant notice in writing, and within a
commercially reasonable time thereafter the Tenant will forthwith proceed to
make all necessary repairs or replacements as required under this Lease in a
good and workmanlike manner to the reasonable satisfaction of Landlord. The
failure by the Landlord to give notice shall not relieve the Tenant from any of
its obligations to repair or replace in accordance with the provisions hereof.
Provided further that if the Tenant refuses or neglects to repair as required
pursuant to the provisions of subsection 8(b) hereof within a commercially
reasonable time, the Landlord may, but shall not be obligated to, after five (5)
days prior written notice to Tenant, make such repairs or replacements and the
Tenant shall pay Landlord the cost for making such repairs and replacements
within fifteen (15) days after receiving an invoice from the Landlord, plus a
sum equal to ten percent (10%) thereof for overhead, as Rent. The Tenant agrees
that the making of any repairs or replacements by the Landlord pursuant to this
subsection 8(c) is not a re-entry or a breach of any covenant for quiet
enjoyment contained in this Lease. Landlord's entry in the Leased Premises and
performance of any repairs or replacements shall be made in such a manner as
will prevent unreasonable interference with Tenant's business and use of the
Leased Premises; provided, however, this shall not be construed to require
Landlord to perform repairs during Tenant's non-business hours.

Notice by Tenant

(d) The Tenant shall, when it becomes aware of same, notify the Landlord of any
damage to, or deficiency or defect in any part of the Leased Premises, and any
equipment or utility systems, or any installation located therein,
notwithstanding the fact that the Landlord may have no obligation with respect
to same.

Damage and Destruction

(e) It is agreed between the Landlord and the Tenant that:

      (i)   in the event of damage to the Property or to any part thereof, if in
            the reasonable opinion of the Landlord and Tenant the damage is such
            that the Leased Premises or any part thereof is rendered not
            reasonably capable of use and occupancy by the Tenant for the
            purposes of its business for any period of time in excess of ten
            (10) days, then

            (A)   unless the damage was caused by the fault of negligence of the
                  Tenant or its employees, agents or invitees, from the date of
                  occurrence of the damage and until the Leased Premises are
                  again reasonably capable for use and occupancy by Tenant for
                  the Permitted Use, the Rent payable pursuant to this Lease
                  shall abate in proportion to the part or parts of the Leased
                  Premises not reasonably capable of such use and occupancy, and

            (B)   unless this Lease is terminated as hereinafter provided, the
                  Landlord or the Tenant as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repair as provided in subsections 8(a) and 8(b)) shall repair
                  such damage with all reasonable diligence, but to the extent
                  that any part of the Leased Premises is not reasonably capable
                  of such use and occupancy by reason by damage which the Tenant
                  is obligated to repair hereunder, any abatement of Rent to
                  which the Tenant would otherwise be entitled hereunder shall
                  not extend later than the time by which, in the reasonable
                  opinion of the Landlord, repairs by the Tenant ought to have
                  been completed by Tenant acting with reasonable diligence;

      (ii)  if the damage is such that the Leased Premises are rendered
            untenantable, in whole or in part, and if, in the opinion of the
            Landlord, the damage cannot be repaired with reasonable diligence
            within one hundred and eighty (180) days from the happening of the
            damage, then the Landlord may, within thirty (30) days after the
            date of the damage, terminate this Lease by notice to the Tenant.
            Upon the Landlord giving such notice, this Lease shall be terminated
            as of the date of the damage and the Rent and all other payments for
            which the Tenant is liable under the terms of this Lease shall be
            apportioned and paid in full to the date of the damage;

      (iii) the Landlord shall not be required to use plans and specifications
            and working drawings used in the original construction of the
            Building and nothing in this subsection requires the Landlord to
            rebuild the Building in the condition and state that existed before
            the damage, but the Building, as rebuilt, will have reasonably
            similar facilities and services to those in the Building prior to
            the damage; and

      (iv)  if premises whether of the Tenant or other tenants of the Property
            comprising in the aggregate half or more of the total number of
            square feet of rentable area in the Property or portions of the
            Property which affect access or services essential thereto, are
            substantially damaged or destroyed

                                     PAGE IX
<PAGE>

                                     - 10 -

            by any cause and if in the reasonable opinion of the Landlord the
            damage cannot reasonably be repaired within one hundred and eighty
            (180) days after occurrence thereof, then the Landlord may, be
            written notice to the Tenant given within thirty (30) days after the
            occurrence of such damage or destruction, terminate this Lease, in
            which event neither the Landlord nor the Tenant shall be bound to
            repair as provided in subsections 8(a) and 8(b), and the Tenant
            shall instead deliver up possession of the Leased Premises to the
            Landlord with reasonable expedition but in any event within sixty
            (60) days after delivery of such notice of termination, and Rent
            shall be apportioned and paid to the date upon which possession is
            so delivered up (but subject to any abatement to which the Tenant
            may be entitled under Section 8(e)(i)).

      (v)   Notwithstanding anything herein to the contrary, in the event
            Landlord does not complete its required restoration of the Leased
            Premises within 365 days after the occurrence of the damage or
            destruction, Tenant shall be entitled to terminate this Lease by
            giving Landlord written notice of intent to terminate within twenty
            (20) days after expiration of such 365 day period. However, if at
            any time Landlord believes it will be unable to complete restoration
            within such 365 day period, it shall be entitled to notify Tenant in
            writing of the Landlord's estimated time frame for completion of
            restoration and if Tenant fails to cancel this Lease by notice of
            cancellation given to Landlord within twenty (20) days following
            Landlord's written notice, such 365 day period shall automatically
            be extended to the last day of Landlord's estimated time frame

                           9. INSURANCE AND LIABILITY

Landlord's Insurance

(a) The Landlord shall take out and keep in force during the Term insurance with
respect to the Property except for the "Leasehold Improvements" (as hereinafter
defined) in the Leased Premises. The insurance to be maintained by the Landlord
shall be in respect of perils and in amounts and on terms and conditions which
from time to time are insurable at a reasonable premium and which are normally
insured by reasonable prudent owners of properties similar to the Property, all
as from time to time determined at reasonable intervals by insurance advisors
selected by the Landlord, and whose opinion shall be conclusive. Unless and
until the insurance advisors shall state that any such perils are not
customarily insured against by owners of properties similar to the Property, the
perils to be insured against by the Landlord shall include, without limitation,
public liability, boilers and machinery, fire and extended perils. The insurance
to be maintained by the Landlord shall contain a waiver by the insurer of any
rights of subrogation or indemnity or any other claim over which the insurer
might otherwise be entitled against the Tenant or the agents or employees of the
Tenant.

Tenant's Insurance

(b) The Tenant shall take out and keep in force during the Term:

    (i)     comprehensive general public liability insurance on an all
            occurrence basis with respect to the business carried on in or from
            the Leased Premises and the Tenant's use and occupancy of the Leased
            Premises and of any other part of the Property, with coverage for
            any one occurrence or claim of not less than Three Million Dollars
            ($3,000,000) or such other amount as the Landlord may reasonably
            require not earlier than one year after delivery of the Leased
            Premises to Tenant and upon not less than one (1) month's notice at
            any time during the Term, which insurance shall include the Landlord
            as a named insured and shall contain a cross liability clause
            protecting the Landlord in respect of claims by the Tenant as if the
            Landlord were separately insured;

    (ii)    insurance in respect of fire and such other perils as are from time
            to time in the usual extended coverage endorsement covering the
            Leasehold Improvements, trade fixtures, and the furniture and
            equipment in the Leased Premises for not less than 80% of the full
            replacement cost thereof, and which insurance shall include the
            Landlord as a named insured as the Landlord's interest may appear;

    (iii)   broad form boiler and machinery insurance on a blanket and
            replacement basis with limits for each accident in an amount not
            less than the full (new) replacement cost of the Leasehold
            Improvements and of all boilers, pressure vessels, heating, air
            conditioning and ventilating equipment and miscellaneous electrical
            and mechanical apparatus owned or operated by the Tenant or by
            others on behalf of the Tenant in the Leased Premises or exclusively
            serving the Leased Premises;

                                     PAGE X
<PAGE>

                                      -11-

      (iv)  business interruption insurance in an amount that will reimburse the
            Tenant for direct or indirect loss of earnings attributable to all
            perils insured against under Sections 9(b)(i), (ii) and (iii) and
            other perils commonly insured against by prudent owners, or
            attributable to prevention of access to the Leased Premises for a
            period of at least twelve months; and

      (v)   insurance against such other perils and in such amounts as the
            Landlord may from time to time reasonably require upon not less than
            ninety (90) days' written notice, such requirement to be made on the
            basis that the required insurance is customary at the time for
            prudent tenants of properties similar to the Property.

All insurance required to be maintained by the Tenant shall be on terms and with
insurers reasonably satisfactory to the Landlord, provided that deductibles
shall be in amounts not in excess of $10,000.00 except as provided below. Each
policy shall contain: (A) a waiver by the insurer of any rights of subrogation
or indemnity or any other claim over to which insurer might otherwise be
entitled against the Landlord or the agents or employees of the Landlord, (B) a
cross liability clause and (C) an undertaking by the insurer that no material
change adverse to the Landlord or the Tenant will be made, and the policy will
not lapse or be cancelled, except after not less than thirty (30) days' written
notice to the Landlord of the intended change, lapse or cancellation. The Tenant
shall furnish to the Landlord, annually and if and whenever requested by it,
certificates or other evidences acceptable to the Landlord as to the insurance
from time to time effected by the Tenant and its renewal or continuation in
force, together with evidence as to the method of determination of full
replacement cost of the Tenant's Leasehold Improvements, trade fixtures,
furniture and equipment, and if the Landlord reasonably concludes that the full
replacement cost has been underestimated, the Tenant shall forthwith arrange for
any consequent increase in coverage required under this subsection 9(b). If the
Tenant shall fail to take out, renew and keep in force such insurance, or if the
evidences submitted to the Landlord are unacceptable to the Landlord, acting
reasonably (or no such evidences are submitted within a reasonable period after
request therefor by the Landlord), then the landlord may give to the Tenant
written notice requiring compliance with this subsection 9(b) and specifying the
respects in which the Tenant is not then in compliance with this subsection
9(b). If the Tenant does not within seventy-two (72) hours provide appropriate
evidence of compliance with this subsection 9(b), the Landlord may (but shall
not be obligated to) obtain some or all of the additional coverage or other
insurance which the Tenant shall have failed to obtain, without prejudice to any
other rights of the Landlord under this Lease or otherwise, and the Tenant shall
pay all premiums and other reasonable expenses reasonably incurred by the
Landlord in obtaining such insurance to the Landlord within thirty (30) days
after Tenant's receipt of an invoice from Landlord.

Notwithstanding anything to the contrary contained herein, provided Tenant
maintains a tangible net worth of $100,000,000.00 or more and delivers to
Landlord in advance of each Lease Year during which Tenant desires to
self-insure financial statements evidencing such net worth, Tenant shall be
entitled to maintain such deductibles in its general liability insurance as
Tenant desires; provided, however, Tenant agrees to at all times (i) indemnify
and hold harmless Landlord, its employees and agents from any loss or injury
which would have been covered had Tenant not maintained any deductibles and (ii)
put Landlord, its employees and agents in as good a condition as they would have
enjoyed had Tenant not maintained any deductibles. Landlord and Tenant agree
that the provisions of this section (e) allowing Tenant to self insure shall
apply only to the original Tenant under this Lease, and shall not apply to any
subsequent transfer by any transferee recognized as successor to original
Tenant.

Limitation of
Landlord's
Liability

(c) The Tenant agrees that the Landlord shall not be liable for any bodily
injury to or death of any person, or loss or damage to any property belonging to
the Tenant or its employees, invitees or licensees or any other person in, on or
about the Property unless resulting from the actual wilful misconduct of the
Landlord or its own employees, agents or contractors. In no event shall the
Landlord be liable for any damage, including indirect, special or consequential
damage, which is caused by steam, water, rain or snow or other thing which may
leak into, issue or flow from any part of the Property or from the pipes or
plumbing works, including the sprinkler system (if any) therein or from any
other place or for any damage caused by or attributable to the condition or
arrangement of any electric or other wiring or of sprinkler heads (if any),
unless the damage results from the wilful misconduct of the Landlord or its
employees, agents or contractors, or for any such damage caused by anything done
or omitted by any other tenant. The foregoing indemnity shall not, however,
excuse Landlord from liability to third parties resulting from the negligence of
Landlord its agents and employees.

                                    PAGE XI
<PAGE>

                                     - 12 -

Indempity of Landlord

(d) Except with respect to claims or liabilities in respect of any damage which
is Insured Damage to the extent of the cost of repairing such Insured Damage,
the Tenant agrees to indemnify and save harmless the Landlord in respect of:

      (i)   all claims for bodily injury or death, property damage or other loss
            or damage arising from the conduct of any work (excepting work
            performed by or on behalf of Landlord) at the Leased Premises or any
            act or omission of the Tenant or any assignee, sub-tenant, agent,
            employee, contractor, invitee or licensee of the Tenant, and in
            respect of all costs, expenses and liabilities reasonably incurred
            by the Landlord in connection with or arising out of all such
            claims, including the reasonable expense of any action or proceeding
            pertaining thereto; and

      (ii)  any loss, cost, (including, without limitation, reasonable lawyers'
            fees and disbursements), expense or damage actually suffered by the
            Landlord arising from any breach by the Tenant of any of its
            convenants and obligations under this Lease.

Definition of "Insured Damage"

(e) For purposes of this Lease, "INSURED DAMAGE" means that part of any damage
occurring to the Property of which the entire cost of repair (or the entire cost
of repair other than deductible amount properly collectable by the Landlord as
part of the Additional Rent) is actually recovered by the Landlord under a
policy or policies of insurance from time to time effected by the Landlord or
Tenant pursuant to Section 9.

Mutual Release

(f) Each of the parties (the "RELEASING PARTY") hereby releases the other party
from any damage occurring to the property of the releasing party, to the extent
that the cost of repair (or the cost of repair other than deductible amount
properly collectable by the releasing party) is actually recovered by the
releasing party under a policy or policies of insurance from time to time
effected pursuant to applicable requirements of this Lease or which would have
been recoverable under such policies had they been maintained by the releasing
party.

                       10. EVENTS OF DEFAULT AND REMEDIES

Events of Default and Remedies

(a) In the event of the happening of any one of the following events, each an
"EVENT OF DEFAULT":

      (i)   the Tenant shall have failed to pay an installment of Rent or any
            other amount payable hereunder when due, and such failure shall be
            continuing for a period of more than ten (10) days after written
            notice thereof (provided, however, Landlord shall not be required to
            provide such notice more than twice in any 12 month period, and
            commencing with the third failure to pay Rent on the due date
            thereof in any 12 month period, Tenant shall automatically be deemed
            in default of this Lease without the necessity of Landlord having
            given Tenant notice thereof);

      (ii)  there shall be a default of or with any condition, convenant,
            agreement or other obligation other than those referred to in
            Sections 10(a)(iii), (iv), (v), (vi) and (vii) below on the part of
            the Tenant to be kept, observed or performed hereunder (other than
            the obligation to pay Rent or any other amount of money) and such
            default shall be continuing for a period of more than fifteen (15)
            days after written notice by the Landlord to the Tenant specifying
            the default and requiring that it be cured (however, such 15 day
            period shall be extended for such additional time as is reasonably
            necessary for cure of the default provided that Tenant diligently
            pursues cure);

      (iii) if any policy of insurance upon the Property or any part thereof
            from time to time effected by the Landlord shall be canceled or is
            about to be canceled by the insurer by reason of the use or
            occupation of the Leased Premises by the Tenant or any assignee,
            sub-tenant or licensee of the Tenant or anyone permitted by the
            Tenant to be upon the Leased Premises in violation of this Lease and
            the Tenant within a reasonable time after receipt of notice in
            writing from the Landlord

                                    PAGE XII
<PAGE>

                                      -13-

                        shall have failed to take such immediate steps in
                        respect of such use or occupation as shall enable the
                        Landlord to reinstate or avoid cancellation (as the case
                        may be) of such policy of insurance;

                  (iv)  the Leased Premises shall, without the prior written
                        consent of the Landlord, be used by any other persons
                        than the Tenant, a Controlled Tenant or for any purpose
                        other than that for which they were leased or occupied
                        or by any persons whose occupancy is prohibited by this
                        Lease;

                  (v)   the balance of the Term of this Lease or substantially
                        all of the goods and chattels of the Tenant located in
                        the Leased Premises, shall at any time be seized in
                        execution or attachment, and the claim or judgment
                        leading to such seizure is not dismissed or satisfied
                        within thirty (30) days; or

                  (vi)  the Tenant or a Controlled Tenant occupying all or a
                        portion of the Leased Premises shall make any assignment
                        for the benefit of creditors or become bankrupt or
                        insolvent or take the benefit of any statute for
                        bankrupt or insolvent debtors or, if a corporation,
                        shall take any steps or suffer any order to be made for
                        its winding-up or other termination of its corporate
                        existence; or a trustee, receiver or receiver-manager or
                        agent or other like person shall be appointed of any of
                        the assets of the Tenant or a Controlled Tenant
                        occupying all or portion of the Leased Premises;

                  then, the Landlord shall have the following rights and
                  remedies all of which are cumulative and not alternative and
                  not to the exclusion of any other additional rights and
                  remedies in law or equity available to the Landlord by statute
                  or otherwise. Notwithstanding anything herein to the contrary,
                  at anytime that Tenant is conducting its business in the
                  Leased Premises, Landlord will only evict Tenant forcibly by
                  applicable eviction proceedings. Further, notwithstanding
                  anything contained in this Lease to the contrary, Landlord
                  expressly waives any right, whether statutory or otherwise,
                  to lien, levy, distress or distrain any of the following: (a)
                  any intellectual property rights of Tenant (or any affiliate
                  of Tenant), including without limitation any patent rights,
                  copyrights, industrial property, trade marks, trade secrets,
                  know how or similar property rights, regardless of the medium
                  on which such property rights are contained, (b) any software
                  used by Tenant or any of its affiliates, (c) the contents of
                  any desks and credenzas, (d) any computer hardware used by the
                  Tenant (including without limitation personal computers and
                  servers), and (e) any switches or other inventory products of
                  Tenant (or any component parts thereof), or any demonstration
                  or evaluation materials or products (or any component parts
                  thereof), in each case whether manufactured by Tenant (or any
                  affiliate of Tenant) or manufactured on behalf of Tenant by
                  third parties. The immediately preceding sentence shall not,
                  however, limit Landlord's rights to remove from the Leased
                  Premises and otherwise dispose of any and all of Tenant's
                  tangible personal property (including without limitation the
                  personal property described in the immediately preceding
                  sentence) which remains in the Leased Premises following
                  expiration or earlier termination of this Lease:

                  (A)   to remedy or attempt to remedy any Event of Default of
                        the Tenant, and in so doing to make any payments due or
                        alleged to be due by the Tenant to third parties and to
                        enter upon the Leased Premises to do any work or repairs
                        therein, and in such Event all reasonable expenses of
                        the Landlord in remedying or attempting to remedy such
                        Event of Default shall be payable by the Tenant to the
                        Landlord within fifteen (15) days after written demand;

                  (B)   with respect to unpaid overdue Rent, to charge interest
                        (which said interest shall be deemed included herein in
                        the term "Rent") thereon at a rate equal to the lesser
                        of three percent (3%) above the prime commercial loan
                        rate charged to borrowers having the highest credit
                        rating from time to time by the Landlord's principal
                        bank from the date upon which the same was due until
                        actual payment thereof and the maximum amount allowed
                        under the laws of the jurisdiction in which the Building
                        is located;

                  (C)   to terminate this Lease forthwith by leaving upon the
                        Leased Premises or by affixing to an entrance door to
                        the Leased Premises notice terminating the Lease and to
                        immediately thereafter cease to furnish any services
                        hereunder and enter into and upon the Leased Premises or
                        any part thereof in the name of the whole and the same
                        to have again, re-possess and enjoy as of its former
                        estate, anything in this Lease contained to the contrary
                        notwithstanding:. The Tenant hereby expressly waives any
                        and all notices (other than those notices specifically
                        outlined in this Lease) to cure or vacate or to quit the
                        Leased Premises provided by current or future law.
                        Notwithstanding anything herein to the contrary, at
                        anytime that Tenant is conducting its business in the
                        Leased Premises, Landlord will only evict Tenant
                        forcibly by applicable eviction precedings;

                  (D)   to enter the Leased Premises as agent of the Tenant and
                        as such agent to re-let them and to receive the rent
                        therefor and as the agent of the Tenant to take
                        possession of any furniture or other property thereon
                        and upon giving ten (10) day's written notice to the
                        Tenant to store the same at the expense and risk of the
                        Tenant or to sell or otherwise dispose of the same at
                        public or

                                   PAGE XIII
<PAGE>

                                      -14-

                        private sale without further notice and to apply the
                        proceeds thereof and any rent derived from re-letting
                        the Leased Premises upon account of the Rent due and to
                        become due under this Lease and the Tenant shall be
                        liable to the Landlord for the deficiency if any; and

                  (E)   the Landlord shall have the right of injunction and the
                        right to invoke any remedy allowed at law or in equity,
                        and mention in this Lease of any particular remedy shall
                        not preclude the Landlord from any other remedy at law
                        or in equity. Tenant hereby expressly waives any and all
                        rights of redemption or to any notice to quit granted by
                        or under any present or future laws in the event of this
                        Lease being terminated and/or Landlord obtaining
                        possession of the Leased Premises pursuant to the
                        provisions of this section.

Payment of
Rent, etc, on
Termination

                  (b)   Tenant shall reimburse Landlord on demand for any and
                        all direct damages and reasonable expenses incurred by
                        the Landlord in re-entering and repossessing the Leased
                        Premises to cure any Event of Default of the Tenant, in
                        making any alterations to the Leased Premises, and any
                        and all reasonable expenses which the Landlord may incur
                        in re-letting the Leased Premises to a new tenant, less
                        the net proceeds of any excess with no credit to the
                        Tenant. The Landlord may, in its sole descretion, make
                        demand on the Tenant as aforesaid on any one or more
                        occasions, and any suit brought by the Landlord to
                        enforce collection of such difference for any one month
                        shall not prejudice the Landlord's right to enforce the
                        collection of any difference for any subsequent month or
                        months.

                  Upon the giving by the Landlord of a notice in writing
                  terminating this Lease under paragraph 10 (a)(C) above, this
                  Lease and the Term shall terminate, and the Tenant shall pay
                  Landlord accelerated Rent on demand. Accelerated Rent shall be
                  an amount equal to the present value at a rate of six percent
                  (6%) per annum of the amount of all Rent that would have
                  become payable under this Lease for the terminated portion of
                  the Term of this Lease but for such termination. Provided that
                  Tenant has paid landlord the accelerated Rent as required by
                  this paragraph, Landlord shall remit to Tenant on a monthly
                  basis until the origin expiration date of the initial Term (or
                  any renewal Term if termination occurs during that time) any
                  amounts actually collected by Landlord as a result of a
                  reletting remaining after subtracting therefrom all reasonable
                  costs paid by Landlord to secure a replacement tenant
                  including reasonable marketing/leasing costs, fees and
                  commissions, and costs of preparing improvements and
                  refurbishments to the Premises for the replacement tenant. In
                  no event shall the total amount paid to Tenant pursuant to the
                  preceding sentence exceed the accelerated Rent paid by Tenant
                  to Landlord. In addition to accelerated Rent, Tenant shall pay
                  Landlord in full all unpaid rent accrued prior to termination
                  of this Lease. Upon termination of this Lease and the Term,
                  the Tenant shall immediately deliver up possession of the
                  Leased Premises to the Landlord, and the Landlord may
                  fourth with re-enter and take possession of them.

                  (c) In the event of any litigation concerning this Lease, the
                  prevailing party shall be entitled to recover from the losing
                  party costs and reasonable attorneys fees through all appeals.

                  (d) Notwithstanding anything to the contrary contained in this
                  Lease, only if and for so long as Landlord elects to terminate
                  Tenant's possession of the Leased Premises but not this Lease,
                  or if Landlord terminates this Lease and Tenant pays Landlord
                  the Accelerated Rent as required above, Landlord shall use
                  commercially reasonable efforts to mitigate its damages in the
                  event of any default under this Lease by Tenant. landlord
                  shall have no obligation to solicit or entertain negotiations
                  with any other prospective tenants for the Leased Premises
                  until landlord obtains full and complete possession of the
                  Leased Premises including, without limitation, the final and
                  unappealable legal right to re-let the Leased Premises free of
                  any claim of Tenant. Landlord shall not obligated to offer the
                  Leased Premises to any prospective tenant when other Leased
                  Premises in the Building suitable for that prospective
                  tenant's use are currently available, or will be available
                  within the next three months. Landlord shall not be obligated
                  to lease the Leased Premises to a Substitute Tenant for a
                  rental less than the current fair market rental then
                  prevailing for similar space in comparable buildings in the
                  same market area as the Building. Landlord shall not be
                  obligated to enter into a lease under terms and conditions
                  that are unaccetable to Landlord under Landlord's then current
                  leasing policies for comparable space in the Building.
                  Landlord shall not be obligated to enter into a lease with any
                  proposed Substitute Tenant that does not have, in landlord's
                  reasonable opinion, sufficient financial resources or
                  operating experience to operate the Leased Premises in
                  a first-class manner. Landlord shall not be required to expand
                  any amount of money to alter, remodel, or otherwise make the
                  Leased Premises suitable for use by a Substitute Tenant unless
                  Tenant pays any such sum to Landlord in advance of Landlord's
                  execution of a lease with such Substitute tenant (which
                  payment shall not be in lieu of any damages or other sums to
                  which Landlord may be entitled to as a result of Tenant's
                  default under this Lease).

                                    PAGE XIV
<PAGE>

                                      -15-

                            11. ADDITIONAL PROVISIONS

Common Areas

(a) The Tenant acknowledges and agrees that the Common Areas and Facilities of
the Property shall at all times be subject to the exclusive management and
control of the Landlord. Without limiting the generality of the foregoing, the
Tenant specifically acknowledges and agrees that the Landlord may temporarily
close or restrict the use of all or any part of the Common Areas and Facilities
of the Property in an emergency, or, so long as Tenant has reasonable access the
Leased Premises, for security or crowd control purposes, to facilitate tenants
moving in or out of the building, or for the purpose of making repairs,
alterations or renovations. The Landlord agrees not to alter such Common Areas
and Facilities in any manner which would deny reasonable access to the Leased
Premises (except in the case of an emergency). In the event of any such
temporary closure or restriction of use or if changes are made to such Common
Areas and Facilities by the Landlord, the Landlord shall not be subject to any
liability nor shall the Tenant be entitled to any compensation or any diminution
or abatement of Rent and such closures, restriction and changes shall not be
deemed to be a constructive or actual eviction or a breach of the Landlord's
covenant for quiet enjoyment.

Subordination

(b) This Lease and all of the rights of the Tenant hereunder are, and shall at
all times, be subject and subordinate to any and all mortgages, trust deeds or
the charge or lien resulting from any other method of financing or refinancing
or any renewals or extensions thereof, now or hereafter in force against the
lands, buildings and improvements comprising the Building; provided, however, it
shall be a condition of such subordination that Tenant receive from the holder
of each such encumbrance a non-disturbance agreement substantially in the form
attached hereto as Schedule "M-3", Without limiting the foregoing, Landlord
covenants with Tenant to obtain and deliver to Tenant a non-disturbance
agreement substantially in the form attached hereto as Schedule "M-3" from any
existing mortgagee or similar entity within thirty (30) days of the Date of
Lease; provided, however, if Landlord fails to do so within 30 days after this
Lease has been signed by the parties, Tenant's sole remedy shall be to cancel
this Lease by notice of cancellation given to Landlord no later than 35 days
after this Lease has been signed by the parties. Upon the request of the
Landlord, the Tenant will subordinate this Lease and all of its rights hereunder
in such form or forms as the Landlord may require, and which are reasonably
satisfactory to Tenant, to any such mortgage, trust deeds or the charge or lien
resulting from any other method of financing or refinancing and to all advances
made or hereafter to be made upon the security thereof, and will, if requested,
attorn to the holder thereof, so long as the Landlord provides to the Tenant a
non-disturbance agreement from such mortgagee or similar entity in substantially
the form attached hereto as Schedule "M-3". If within ten (10) days after the
date of any second request in respect thereof, the Tenant has not executed and
delivered to the Landlord any instruments or certificates required pursuant to
the provisions of this Article 11 hereof, and provided that Landlord has
provided Tenant with a non-disturbance agreement as provided herein, then, the
Tenant hereby irrevocably appoints the Landlord as the Tenant's attorney with
full power and authority to execute and deliver in the name of the Tenant any
such instruments or certificates.

Certificates

(c) The Tenant agrees that it shall promptly whenever requested by the Landlord
from time to time execute and deliver to the Landlord, and if required by the
Landlord, to any purchaser, lessor, chargee or mortgagee (including any trustee)
or other person designated by the Landlord, an acknowledgement in writing as to
the then status of this Lease, including as to whether it is in full force and
effect, is modified or unmodified, confirming the Basic Rent and Additional Rent
payable hereunder and the state of the accounts between Landlord and Tenant, the
existence or non-existence of defaults, and any other matters pertaining to this
Lease as to which the Landlord shall request an acknowledgement all to Tenant's
actual knowledge.

Inspection of and Access to the Leased Premises

(d) The Landlord or its agents shall have the right to enter the Leased Premises
during normal business hours after at least forty-eight (48) hours prior verbal
notice to Tenant (i) to examine the same, (ii) to show them to prospective
purchasers, lessees or mortgagees, and (iii) without any obligation upon the
Landlord to do so, to make such repairs, alterations, improvements or additions
to the Leased Premises as the Landlord may deem necessary or desirable, provided
that Landlord and its agents shall not unreasonably interfere with Tenant's
business or its use of the Leased Premises (provided, however, the foregoing
shall not require that Landlord hire overtime labor). The Landlord shall be
allowed to take all material into and upon the Leased Premises which may be
reasonably required therefor without the same

                                    PAGE XV
<PAGE>

                                      -16-

constituting an eviction of the Tenant in whole or in part, and the rent
reserved hereunder shall not abate while such repairs, alterations, improvements
or additions are being made due to any loss or interruption of the business of
the Tenant or otherwise. The Landlord shall not be liable for any damage, injury
or death caused to any person or as a result of such entry, unless such damage,
injury or death results from the wrongful or grossly negligent acts or omissions
of Landlord or its agents. During the twelve (12) months prior to the expiration
of the Term the Landlord may (i) exhibit the Leased Premises to prospective
tenants and/or prospective purchasers during normal business hours after
reasonable telephonic notice to Tenant, provided that Landlord and its agents
shall not unreasonably interfere with Tenant's business or its use of the Leased
Premises during such exhibition, and (ii) place upon the Leased Premises its
usual "To Let" and/or "For Sale" notices provided that such signs or notices do
not unreasonably interfere with Tenant's use and enjoyment of the Leased
Premises. If the Tenant shall not be personally present to open and permit an
entry into the Leased Premises at any time when for any reason entry therein
shall be necessary or permissible, the Landlord or its agents may enter the same
by a key previously provided by Tenant (or after giving Tenant 24 hours prior
verbal notice, or no notice in case of emergency, may forcibly enter the same if
Tenant has not provided such key), without rendering the Landlord or such agents
liable therefor, and without in any manner affecting the obligations and
covenants of the Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon the Landlord any obligation, responsibility or
liability whatsoever for the care, maintenance or repair of the Leased Premises
or any part thereof except as otherwise herein specifically provided; however,
Landlord shall be responsible for damage resulting from Landlord's intentional
misconduct. Notwithstanding anything herein to the contrary, at anytime that
Tenant is conducting its business in the Leased Premises, Landlord will only
evict Tenant forcibly by applicable eviction proceedings.

Delay

(e) Except as herein otherwise expressly provided, if and whenever and to the
extent that either the Landlord or the Tenant shall be prevented, delayed or
restricted in the fulfillment of any obligation hereunder in respect of the
supply or provision of any service or utility, the making of any repair, the
doing of any work or any other thing (other than the payment of moneys required
to be paid by the Tenant to the Landlord hereunder) by reason of:

      (i)   strikes, work stoppages, acts of God or acts of terrorism;

      (ii)  being unable to obtain any material, service, utility or labour
            required to fulfil such obligation;

      (iii) any statute, law or regulation of, or inability to obtain any
            permission from any government authority having lawful jurisdiction
            preventing, delaying or restricting such fulfilment; or

      (iv)  inability to obtain any necessary governmental permits (including
            building permit) for construction of Tenant's Work or Landlord's
            Work (or any other work that Landlord is required to perform
            pursuant to Schedule "F") within 30 days after application for any
            reason other than the party claiming such delay having filed an
            incomplete application for any of such permits or having caused to
            be prepared plans for Landlord's Work or Tenant's work that do not
            comply with applicable laws, Notwithstanding the foregoing, Landlord
            shall not be deemed to have filed an incomplete application for such
            permits based on plans submitted by Tenant that do not comply with
            applicable laws.

      (v)   changes required in the scope of Landlord's Work or Tenant's Work by
            any governmental authority having jurisdiction thereof; or

      (vi)  other unavoidable occurrence,

the time for fulfilment of such obligation shall be extended during the period
in which such circumstances operates to prevent, delay or restrict the
fulfilment thereof, and the other party to this lease shall not be entitled to
compensation for any inconvenience, nuisance or discomfort thereby occasioned;
provided that nevertheless the Landlord will use its commercially reasonable
efforts to maintain services essential to the use and enjoyment of the Leased
Premises for the permitted Use and Provided further that if the Landlord shall
be prevented, delayed or restricted in the fulfilment of any such obligation
hereunder by reason of any of the circumstances set out in this subsection 11(e)
and to fulfil such obligation could not, in the reasonable opinion of the
Landlord, be completed without substantial additions to or renovations of the
Property, Landlord shall immediately notify Tenant of such circumstances and
either the Tenant or the Landlord may or sixty(60) days' written notice to the
other party terminated this Lease.

Waiver

(f) The waiver by the Landlord of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of Rent hereunder by the
Landlord shall not be deemed to be a waiver of any preceding breach by the
Tenant of any term, covenant or condition of this Lease, regardless of the
Landlord's knowledge of such preceding breach at

                                    PAGE XVI
<PAGE>

                                      -17-

the time of acceptance of such Rent. No covenant, term or condition of this
Lease shall be deemed to have been waived by the Landlord unless such waiver is
in writing and signed by the Landlord.

Public Taking

(g) The Landlord and Tenant shall co-operate, each with the other, in respect
of any Public Taking (as defined below) of the Leased Premises or any part
thereof so that the Tenant a may receive (without diminution in Landlord's
separate award) the maximum award to which it is entitled in law for relocation
costs, loss of non-removable business fixtures and other similar tangible
personal property and business interruption and so that the Landlord may receive
the maximum award for all other compensation arising from or relating to such
Public Taking (including all compensation for the value of the Tenant's
leasehold interest subject to the Public Taking) which shall be the property of
the Landlord, and the Tenant's rights to compensation for the value of the
Tenant's leasehold interest subject to the Public Taking are hereby assigned to
the Landlord. If the whole or any part of the Leased Premises is Publicly Taken,
as between the parties hereto, their respective rights and obligations under
this Lease shall continue until the day on which the Public Taking authority
takes possession thereof. If the whole or any part of the Leased Premises is
Publicly Taken, the Landlord and the Tenant shall each have the option, to be
exercised by written notice to the Tenant, to terminate this Lease and such
termination shall be effective on the day the Public Taking authority takes
possession of the whole or the portion of the Property Publicly Taken. Rent and
all other payments shall be adjusted as of the date of such termination and the
Tenant shall, on the date of such Public Taking , vacate the Leased Premises and
surrender the same to the Landlord, with the Landlord having the right to
re-enter and re-possess the Leased Premises discharged of this Lease. In this
subsection, the words " Public Taking" shall include expropriation and
condemnation or taking, in lieu of or under threat of expropriation or taking
and "Publicly Taken" shall have a corresponding meaning.

Recording of Lease

(h) The Tenant agrees with the Landlord not to record this Lease or any
memorandum thereof in any recording office and not to register notice of this
Lease in any form without the prior written consent of the Landlord, which
consent may be arbitrarily withheld. If such consent is provided such notice of
Lease or caveat shall be in such form as the Landlord and Tenant shall have
approved, acting reasonably, and upon payment of Landlord's reasonable
legal expenses and all applicable transfer or recording taxes or charges. The
Tenant shall remove and discharge at Tenant's expense registration of such a
notice or caveat at the expiry or earlier termination of the Term, and in the
event of Tenant's failure to so remove or discharge such notice or caveat after
ten (10) day's written notice by Landlord to Tenant after the expiry or earlier
termination of the Term, the Landlord may in the name and on the behalf of the
Tenant execute a discharge of such a notice or caveat in order to remove and
discharge such notice of caveat and for the purpose thereof the Tenant hereby
irrevocably constitutes and appoints any officer of the Landlord the true and
lawful attorney of the Tenant.

Time of the Essence

(i) Time shall be of the essence of this Lease and of every part hereof.

Lease Entire Agreement

(j) The Tenant acknowledges that there are no covenants representations,
warranties, agreements or conditions express or implied, collateral or otherwise
forming part of or in any way affecting or relating to this Lease save as
expressly set out in this Lease and Schedules attached hereto and that this
Lease and such Schedules constitute the entire agreement between the Landlord
and the Tenant and may not be modified except as herein explicitly provided or
except by agreement in writing executed by the Landlord and the Tenant .

Notices

(k) Any notice, advice, document or writing required or contemplated by any
provision hereof shall be given in writing and if to the Landlord, either
delivered personally to an officer of the Landlord or mailed by prepaid mail
addressed to the Landlord at Landlord's Address set forth in the BLI Rider, and
if to the Tenant, either delivered personally to the Tenant (or to an officer of
the Tenant, if a corporation) or mailed by prepaid mail addressed to the Tenant
at Tenant's Address set forth in the BLI Rider. Copies of notices to each party
shall be sent to persons identified in the BLI Rider as being entitled to
receive copies of notices. Every such notice, advice, document or writing shall
be deemed to have been given when delivered personally, or if mailed as
aforesaid, upon the fifth day after being mailed. The Landlord may from time to
time by notice in writing to the Tenant designate another address and persons to
which such notice are to be mailed to it, or specify with greater particularity
the address and persons to which such notice are to be mailed and may require
that copies of notices be sent to an agent designated by it. The Tenant may, if
an address of the Tenant is show in the description of the Tenant above, from
time to

                                    PAGE XVII

<PAGE>

                                      -18-

time by notice in writing to the Landlord, designate another address as the
address to which notices are to be mailed to it, or specify with greater
particularity the address to which such notices are to be mailed.

Interpretation

(l) In this Agreement, "herein", "hereof", "hereby", "hereunder", "hereto",
"hereinafter" and similar expressions refer to this Lease and not to any
particular section, clause or other portion thereof, unless there is something
in the subject matter or context inconsistent therewith; and the parities agree
that all of the provisions of this Lease are to be construed as covenants and
agreements as though words importing such covenants and agreements were used in
each separate section hereof, and that should any provision or provisions of
this Lease be illegal or not enforceable it or they shall be considered separate
and severable from the Lease and its remaining provisions shall remain in force
and be binding upon the parties hereto as though the said provision or
provisions had never been included, and further that the captions appearing for
the provisions of this Lease have been inserted as a matter of convenience and
for reference only and in no way define, limit or enlarge the scope or meaning
of this Lease or of any provision hereof. The word "Tenant" shall be deemed to
include the word "lessee" and shall mean each and every person or party
mentioned as a tenant herein, be the same one or more, and if there shall be
more than one Tenant, any notice required or permitted by the terms of this
Lease may be given by or to any one thereof, and shall have the same force and
effect as if given by or to all thereof. Any reference to "Tenant" shall
include, where the context allows, the employees, agents, and invitees of the
Tenant. Wherever the word "Landlord" is used in this Lease, it shall be deemed
to include the word "lessor" and to include, where the context allows, the
Landlord and its, employees, agents and duly authorised representatives.

Extent of Lease Obligations

(m) Subject to Section 7 hereof, this Agreement and everything herein contained
shall enure to the benefit of and be binding upon the respective permitted
successors, assigns and other legal representatives, as the case may be, of each
and every of the parties hereto, and every reference herein to any party hereto
shall include the permitted successors, assigns and other legal representatives
of such party, and where there is more than one tenant or there is a male or
female party the provisions hereof shall be read with all grammatical changes
thereby rendered necessary and all covenants shall be deemed joint and several.

Limitation on Landlord Liability

(n) Notwithstanding any other provision of this Lease, it is expressly
understood and agreed that the total liability of the Landlord arising out of or
in connection with this Lease, the relationship of the Landlord and the Tenant
hereunder and/or the Tenant's used of the Leased Premises, shall be limited to
the estate of the Landlord in the Property. No other property or asset of the
Landlord or any partner or owner of the Landlord shall be subject to levy,
execution or other enforcement proceeding or other judicial process for the
satisfaction of any judgment or any other right or remedy of the Tenant arising
out of or in connection with this Lease, the relationship of the Landlord and
the Tenant hereunder and/or the Tenant's use of the Leased Premises.

Waiver of Jury Trial

(o) The Tenant and Landlord hereby waive trial by jury in any claim , action ,
proceeding or counterclaim brought by either party against the other on any
matters arising out of or in any way connected with this Lease, the relationship
of the Landlord and the Tenant , or the Tenant's use and occupancy of the Leased
Premises.

Choice of Law

(p) This Lease shall be governed by the law of the State of Illinois. Any
litigation between the Landlord and the Tenant concerning this Lease shall be
initiated in the country in which the Property is located.

Brokers

(q) Each party represents and warrants that it has not dealt with any agent or
broker in connection with this transaction except for this agents or brokers
specifically set forth in the BLI Rider with respect to each Landlord and
Tenant. If either party's representation and warranty proves to be untrue, such
party will indemnify the other party against all resulting liabilities, costs,
expenses, claims, demands and causes of action , including reasonable attorney's
fees and costs though all appellate actions and proceedings, if any. The
foregoing will survive the end of the Lease Term. Landlord covenants and agrees
with Tenant that Landlord is responsible and shall pay for all commissions due
and owing the agents or brokers specifically set forth in the BLI Rider.

                                    PAGE XV01
<PAGE>

                                       -19-

Schedules

            (r) The provisions of the following Schedules attached hereto shall
            form part of this Lease as if the same were embodied herein:

            Schedule "A"   -   Legal Description of Property
            Schedule "B"   -   Measurement of Area
            Schedule "B1"  -   Location of Leased Premises
            Schedule "C"   -   Taxes Payable by Landlord and Tenant
            Schedule "D"   -   Services and Costs
            Schedule "E"   -   Rules and Regulations
            Schedule "E1"  -   Environmental Covenants
            Schedule "F"   -   Leasehold Improvements
            Schedule "H"   -   Option to Renew
            Schedule "I"   -   Letter of Credit
            Schedule "J"   -   Restrictive Covenants
            Schedule "K-1" -   Abatement of Basic Rent
            Schedule "K-2" -   Cancellation Option
            Schedule "L"   -   First Opportunity to Lease
            Schedule "M-1" -   (Intentionally Deleted)
            Schedule "M-2" -   Use of Roof
            Schedule "M-3" -   SNDA Form

                                    PAGE XIX
<PAGE>

                                  SCHEDULE "A"
                          LEGAL DESCRIPTION OF PROPERTY

LOT A, BEING A CONSOLIDATION OF LOTS 69 THROUGH 83 (INCLUSIVE), IN LIBERTYVILLE
BUSINESS PARK, BEING A SUBDIVISION OF PART OF THE NORTHWEST QUARTER OF SECTION
18, TOWNSHIP 44 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN LAKE
COUNTY, ILLINOIS

           PROPERTY NAME; 1001 TECHNOLOGY WAY, LIBERTYVILLE, ILLINOIS

                                    PAGE A-1
<PAGE>

                                  SCHEDULE "B"
                              (MEASUREMENT OF AREA)

The "AREA" shall be computed by measuring from the exterior finish of the
permanent outer Building walls or from the center line of partitions which
demise tenant Areas in accordance with the standards of the Building established
by the Landlord. Tenant shall have the right, at its sole cost and expense, to
re-measure and confirm the Area of the Leased Premises.

                                    PAGE B-1
<PAGE>

                                  SCHEDULE "I"
                                LETTER OF CREDIT

The Letter of Credit shall be a clean, irrevocable letter of credit in form and
substance acceptable to Landlord in its sole discretion issued by a state or
federally chartered bank with retail banking offices and drawable in the county
in which the Building is located, having a minimum net worth acceptable to
Landlord in its sole discretion. Landlord shall be entitled to draw on the
letter of credit to cure any default of Tenant or pay Landlord any sums owed by
Tenant. The Letter of Credit shall have a minimum term of 1 year and it shall
state that it will automatically renew for successive 1 year periods unless the
issuer shall notify Landlord at least thirty (30) days prior to the expiration
date of the then existing term that the Letter of Credit will not be renewed. If
Landlord receives any such notice and Tenant fails to deliver a replacement
Letter of Credit meeting the requirements of this Paragraph, Landlord shall be
entitled to draw the full amount represented by such instrument. The Letter of
Credit shall be provided and held in accordance with the following:

      (b)   the Letter of Credit is to be held by the Landlord as security for
            all losses, damages, liabilities, costs, charges and expenses
            (collectively, "Losses") that the Landlord suffers or incurs, or
            which it may suffer or incur, as a consequence of the occurrence of
            a Draw Event (as defined below) and includes, without limitation,
            all damages or losses for loss of rent and other amounts which the
            Tenant is obligated to pay during the Term, or which the Tenant
            would have been obligated to pay had no Draw Event occurred and had
            this Lease continued for its entire Term;

      (b)   a "Draw Event" means an Event of Default as defined in the Lease;

      (c)   if a Draw Event occurs, the Landlord may, in addition to and without
            limiting any other rights and remedies provided for in this Lease or
            at law, draw upon the Letter of Credit for the entire amount
            thereof, or for so much of it as is necessary to compensate the
            Landlord for its Losses;

      (d)   if the expiration date of the Letter of Credit is not extended at
            any time so as to comply with the terms hereof, the Landlord shall
            be entitled to draw upon the full amount of the Letter of Credit
            within the thirty (30) days prior to its expiry and hold the amount
            so drawn in substitution for the Letter of Credit. If the Tenant
            subsequently provides the Landlord with a replacement Letter of
            Credit which complies with the provisions of this Schedule, the
            Landlord will return the proceeds (or the balance after any
            application,) without interest, to the Tenant;

      (e)   for greater certainty, the parties agree that the Letter of Credit
            and the Landlord's rights under this Schedule will not be released,
            discharged or affected by the bankruptcy, receivership or insolvency
            of the Tenant, by a disclaimer of this Lease by any
            trustee-in-bankruptcy, by the repudiation of this Lease or by the
            Tenant ceasing to exist (whether by winding up, forfeiture,
            cancellation or surrender of its charter, merger or any other
            circumstance); and

      (f)   the Landlord may assign its rights to the Letter of Credit and any
            proceeds therefrom and any interest earned on such proceeds to any
            purchaser, transferee or assignee of the Landlord's interest in the
            Leased Premises or the Building if such interest is sold,
            transferred or otherwise assigned, and thereupon the Landlord shall
            be freed and discharged from any obligations with respect to the
            Letter of Credit and such proceeds.

<PAGE>


                                 SCHEDULE "B-1"

                   (Location of Leased Premises cross-hatched)

This Schedule is for identification purposes only and is not to be interpreted
   as being a representation or warranty on the part of the Landlord as to the
                    exact location, area, configuration and layout.

                                      [MAP]

           Property Name: 1001 Technology Way, Libertyville, Illinois

                                   Schedule B1

                                       1
<PAGE>

                                  SCHEDULE "C"
                      TAXES PAYABLE BY LANDLORD AND TENANT

Tenant's Taxes

    1.(a)   The Tenant covenants to pay all Tenant's Taxes (as defined below),
            as and when the same become due and payable. Where any Tenant's
            Taxes are payable by the Landlord to the relevant taxing
            authorities, the Tenant covenants to pay the amount thereof to the
            Landlord within fifteen (15) days of Tenant's receipt of an invoice
            therefor, and Landlord agrees to provide Tenant with receipts
            evidencing payment to the relevant taxing authorities after such
            payments being made by Landlord within ten (10) days after Tenant's
            request for same.

      (b)   The Tenant covenants to pay, to the Landlord or to the taxing
            authority as the Landlord may direct from time to time in writing,
            the Tenant's Proportionate Share of the amount of the Landlord's
            Taxes in each Fiscal Period.

      (c)   The Tenant covenants to pay to the Landlord the Tenant's
            Proportionate Share of the costs and expenses (including reasonable
            legal and other professional fees and interest on deferred payments)
            incurred in good faith by the Landlord in contesting, resisting or
            appealing any of the Taxes applicable in whole or part to the Term.

Landlord's Taxes

      (e)   The Landlord covenants to pay all Landlord's Taxes subject to the
            payments on account of Landlord's Taxes required to be made by the
            Tenant elsewhere in this Lease. The Landlord may appeal any official
            assessment or the amount of any Taxes or other taxes based on such
            assessment and relating to the Property. In connection with any such
            appeal, the Landlord may defer payment of any Taxes or other taxes,
            as the case may be, payable by it to the extent permitted by law
            (but so as not to incur penalties other than interest), and the
            Tenant shall co-operate with the Landlord and provide the Landlord
            with all relevant information in Tenant's possession and reasonably
            required by the Landlord in connection with any such appeal.

Separate Allocation

      (f)   In the event that the Landlord is unable to obtain from the taxing
            authorities any separate allocation of Landlord's Taxes, Tenant's
            Taxes or assessment as required by the Landlord to make calculations
            of Additional Rent under this Lease, such allocation shall be made
            by the Landlord acting reasonably and shall be conclusive.

Information

      (g)   Whenever requested by the Landlord, the Tenant shall deliver to its
            receipts for payment of all the Tenant's Taxes for the current or
            previous Fiscal Period (or any prior Fiscal Period if Tenant has
            retained such receipts) and furnish such other information in
            connection therewith as the Landlord may reasonably require.

Tax Adjustment

      (h)   If the Building has not been taxed as a completed and fully occupied
            building for any Fiscal Period, the Landlord's Taxes will be
            determined by the Landlord as if the Building had been taxed as a
            completed building fully occupied by commercial tenants for any such
            Fiscal Period, but in no event shall Landlord's Taxes ever exceed
            the actual Taxes paid by Landlord.

Definition

     2.In this Lease:

      (a)   "LANDLORD'S TAXES" shall mean the aggregate of all Taxes
            attributable to the Property, the Rent or the Landlord in respect
            thereof and including any amounts imposed, assessed, levied or
            charged in substitution for or in lieu of any such Taxes, but
            excluding such taxes as capital gains taxes, corporate income,
            personal income, withholding taxes, non-residence taxes, franchise
            taxes, business taxes, or other taxes personal to the Landlord, real
            estate transfer, mortgage or similar taxes, profit or excess profit
            taxes, to the extent such taxes are not levied in lieu of any of the
            foregoing against the Property or the Landlord in respect thereof,
            or penalties other than interest relating to the late payment by
            Landlord of any taxes, whether personal to Landlord or not;

      (b)   "TAXES" shall mean all taxes, rates, duties, levies, fees, charges,
            local improvement rates, capital taxes, rental taxes and assessments
            whatsoever including fees, rents, and levies for air rights and
            encroachments on or over municipal property imposed, assessed,
            levied or charged by any school, municipal, regional, state,
            provincial, federal, parliamentary or other body, corporation,
            authority, agency or commission provided that "Taxes" shall not
            include any special utility, levies, fees or charges imposed,
            assessed, levied or charged which are directly associated with
            initial construction of the Property or the Building or any such
            taxes expressly excluded from the definition of Landlord's Taxes
            above;
<PAGE>

      (c)   "TENANT'S TAXES" shall mean the aggregate of all Taxes (whether
            imposed upon the Landlord or the Tenant) attributable to the
            personal property, trade fixtures, business, income, occupancy or
            sales of the Tenant or any other occupant of the Leased Premises,
            and to any Leasehold Improvements or fixtures installed by or on
            behalf of the Tenant within the Leased Premises, and to the use by
            the Tenant of any of the Property.

      (d)   "TENANT'S PROPORTIONATE SHARE" shall mean 50.26%, subject to
            adjustment as determined by the Landlord acting reasonably and
            notified to the Tenant in writing for physical increases or
            decreases in the total Area of the Property or the Leased Premises
            during the Term (and also subject to adjustment in the event that
            Tenant causes the Leased Premises to be remeasured in the manner
            contemplated by the Basic Lease Information Rider and it is
            ultimately determined that the Leased Premises contains other than
            the square footage set forth therein), designated (whether or not
            rented) for parking and for storage.

                                    PAGE C-2
<PAGE>

                                  SCHEDULE "D"
                               SERVICES AND COSTS

1.    UTILITIES: The Tenant shall be solely responsible for and shall promptly
      pay directly to the applicable utility provider all changes for water,
      gas, electricity, telephone and any and all other utilities used or
      consumed in, or any other charges levied or assessed on or in respect to,
      the Leased Premises, and for all fittings, machines, apparatus or other
      things leased in respect thereof, and for all work or services performed
      by any corporation or commission in connection with such public or private
      utilities. Landlord, at its sole cost and expense, shall make all
      necessary arrangements directly with the appropriate utility company for
      separately metering for such utilities furnished to the Leases Premises.
      Should the Landlord elect to supply water, gas, electricity, and/or sewer
      services for the Leases Premises, or any other utility used or consumed,
      or to be used or consumed, in the Leased Premises, the Tenant shall
      purchase and pay for the same as additional rent payable to the Landlord
      as and when Rent is due hereunder, at reasonable rates not in excess of
      public utility rates for the same service, if applicable, In no event
      shall the Landlord be liable for, nor have any obligation with respect to,
      any interruption or cessation of, or any failure in the supply of any such
      utilities, services or systems, including, without limitation, the water
      and sewage systems, to the Leased Premises whether or not supplied by the
      Landlord or others. Notwithstanding the foregoing, in the event of any
      interruption of utilities or services required to be provided by Landlord
      that prevents Tenant's full use and enjoyment of the Leased Premises for a
      minimum of 5 business days and results solely form Landlord's negligence
      or intentional misconduct, Rent shall abate for every day in which such
      interruption continues beyond said 5 business day period.

2.    HEAT: The Tenant shall heat, at its own expense, from heating equipment
      originally supplied by the Landlord, the Leased Premises to a degree
      sufficient to protect the Leased Premises and their contents from damage
      by cold or frost, and to operate, maintain, repair or, if necessary,
      replace, at its own expense, the heating and air conditioning and
      ventilating systems and other mechanical and electrical equipment
      originally supplied by the Landlord. Further, the Tenant will, at the
      expiration or sooner termination of the Term, peacefully yield up unto the
      Landlord such heating equipment and all other equipment and appurtenances
      thereto in good and substantial repair and cndition (as is consistent with
      the age of such equipment and appurtenances provided that Tenant has kept
      in place any maintenance contracts as required by this Lease with respect
      same).

3.    OPERATING EXPENSES:

      (a)   The Tenant covenants to pay to the Landlord the Tenant's
            Proportionate Share of the amount of the Operating Costs in each
            Fiscal Period.

      (b)   In this Lease, "OPERATING COSTS" shall include all costs incurred,
            accrued or attributed by the Landlord in discharging its obligations
            under this Lease and in the maintenance, repair, replacement,
            operation, administration and management of the Property and the
            facilities used in conjunction with the Property including, without
            limitation (notwithstanding anything herein to the contrary,
            Operating Costs shall not include any utilities consumed by other
            tenants in their premises to the extent that such utilities are
            separately metered to the Leased Premises). Landlord agrees that it
            will use commercially reasonable efforts to keep Operating Costs at
            a minimum throughout the Term (provided, however, Landlord shall not
            be required to select the lowest cost vendors, workers and
            contractors if Landlord reasonably believes that such selection
            would be not be in the best interests of standards as established by
            and otherwise required of Landlord pursuant to this lease):

            (i)   the cost of heating, ventilating and air-conditioning not
                  separately metered and recovered from or paid separately by
                  tenants of the Property;

            (ii)  the cost of water and sewer changes not separately metered and
                  recovered from or paid separately by tenants of the Property;

            (iii) the cost of electricity, fuel or other forms of energy which
                  are not separately metered and recovered from or paid
                  separately by tenants of the Property;

            (iv)  the cost of insurance carried by the Landlord with respect to
                  the Property and the cost of any deductible amount paid by the
                  Landlord in connection with each claim made by the Landlord
                  under such insurance;

            (v)   the cost of reasonable Property office expenses, including
                  telephone, rent, stationary and supplies;

            (vi)  the cost of operating staff, management staff and other
                  administrative personnel, including salaries, water and fringe
                  benefits;

            (vii) the cost of providing security and the cost of landscaping and
                  snow removal;

            (viii) the cost of garbage removal, if not charged separately to
                   tenants of the Property;

            (ix)  the cost of supplies and materials;

            (x)   the cost of operating, maintaining, repairing and/or replacing
                  the parking facilities of the Property, subject to the
                  applicable exclusions set forth below;

            (xi)  the cost of consulting engineering and other consulting fees;

            (xii) the cost of replacements, unless otherwise included in
                  Operating Costs as a Major Expenditure, subject to the
                  applicable exclusions set forth below;


<PAGE>

         (xiii)   the cost of repair and maintenance of all or any portions of
                  or used in connection with the Property including, without
                  limitation, all machinery, equipment, building elements,
                  systems and facilities forming a part of or used in connection
                  with the Property;

         (xiv)    the cost of each "Major Expenditure" (as hereinafter defined)
                  as amortized over the period of the Landlord's reasonable
                  estimate of the economic life of the Major Expenditures, but
                  not to exceed fifteen (15) years using equal monthly
                  instalments of principal and interest at six percent(6%) per
                  annum compounded semi-annually, where Major Expenditure shall
                  mean any single expenditure incurred after substantial
                  completion of the Property for replacement of machinery,
                  equipment, building elements, systems of facilities forming a
                  part of or used in connection with the Property or for
                  modifications or additions to the Property if one of the
                  principal purposes of such modification or addition was to
                  reduce energy consumption or Operating Costs or was required
                  by governmental regulation, which expenditure is more than ten
                  percent (10%) of the total Operating Costs of the previous
                  Fiscal Period;

         (xv)     the cost of all signs including, without limitation, the cost
                  of all repairs, maintenance and rental charges in respect
                  thereof, but excluding signs for and individual tenant of the
                  Building;

         (xvi)    the cost of preparing statements respecting Operating Costs
                  including reasonable audit and/or accounting fees incurred in
                  respect thereof, if any.

         (xvii)   an administration fee calculated by the Landlord as being
                  reasonably allocable to the Property, provided that the
                  portion of such administration fee attributable to the Tenant
                  shall not exceed three percent (3%) of Gross Rent collected
                  less the administration fee.

(c)      In the Lease there shall be excluded from Operating Costs the
         following:

         (i)      interest on debt and capital retirement of debt;

         (ii)     such of the Operating Costs as are recovered from insurance
                  proceeds or condemnation awards.

         (iii)    costs as reasonably determined by the Landlord for acquiring
                  new tenants to the Property.

         (iv)     depreciation charges, ground rental payments, advertising
                  expenses or real estate brokerage and leasing commissions,

         (v)      costs, fines or penalties incurred due to the violation by
                  Landlord or any other tenant or other occupant of the Building
                  of any governmental rule, code, ordinance or law,

         (vi)     any interest, fines or penalties incurred as a result of the
                  late payment by Landlord of any Operating Costs,

         (vii)    legal and accounting fees relating to (a) disputes with
                  tenants, prospective tenants, or other occupants of the
                  Building, (b) disputes with purchasers, prospective
                  purchasers, mortgagees or prospective mortgagees of the Land
                  or the Building or any part thereof, (c) negotiations of
                  leases, contracts of sale or mortgages, or (d) reviewing or
                  approving requests for subleases or assignments of leases,

         (viii)   cost of tenant alterations or allowances or for goods or
                  services furnished to any other tenant in the Building which
                  Landlord does not make generally available to tenants in the
                  Building,

         (ix)     expenditures for capital replacements of the following, (i)
                  roof (to the extent in excess of $10,000.00 in any Lease
                  Year), (ii) walls, (iii) foundation or structural elements of
                  the Building and (iv) only for the first 2 years of the Term,
                  the parking facilities of the Property

         (x)      fines or other penalties paid on the account of Landlord or
                  another tenant's violation of any laws,

         (xi)     amounts paid to Landlord or Landlord's subsidiaries or
                  affiliates for goods and services in the Property to the
                  extent in excess of comparable market rates for the same,

         (xii)    Expenses of maintaining Landlord's corporate existence, and

         (xiii)   costs arising from the gross negligence or wilful misconduct
                  of Landlord or any employee, agent or contractor of Landlord.

(d)      In calculating Operating Costs for any Fiscal Period, if less than one
         hundred percent (100%) of the Property is occupied by tenants, then the
         amount of such Operating Costs shall be deemed for the purposes of this
         Schedule "D" to be increased to an amount equal to the like Operating
         Costs which normally would be expected by the Landlord to have been
         incurred had such occupancy been one hundred percent (100%) during such
         entire period, but in no event shall Operating Costs ever exceed the
         actual Operating Costs incurred by Landlord.

(e)      "TENANT'S PROPORTIONATE SHARE" shall mean 50.26%, subject to adjustment
         as determined by the Landlord acting reasonably and notified to the
         Tenant in writing for physical increases or decreases in the total Area
         of the Property or the Leased Premises during the Term (and also
         subject to adjustment in the

                                    PAGE D-2

<PAGE>

         event that Tenant causes the Leased Premises to be remeasured in the
         manner contemplated by the Basic Lease Information Rider and it is
         ultimately determined that the Leased Premises contains other than the
         square footage set forth therein), provided that total Area of the
         Property and the Area of the Leased Premises shall exclude areas
         designated (whether or not rented) for parking and for storage.

                                    PAGE D-3
<PAGE>

                                  SCHEDULE "E"
                              RULES AND REGULATIONS

1.    The sidewalks, entry passages, elevators (if installed in the Building)
and common stairways shall not be obstructed by the Tenant or used for any other
purpose than for ingress and egress to and from the Leased Premises. The Tenant
will not place or allow to be placed in the Building corridors or public
stairways any waste paper, dust, garbage, refuse or anything whatever.

2.    The washroom plumbing fixtures and other water apparatus shall not be used
for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags, ashes or other substances shall be thrown therein. The
expense of any damage resulting by misuse by the Tenant shall be borne by the
Tenant.

3.    No birds or animals shall be kept in or about the Property nor shall the
Tenant operate or permit to be operated any musical or sound-producing
instruments or device or make or permit any improper noise inside or outside the
Leased Premises which may be heard outside such Leased Premises.

4.    No one shall use the Leased Premises for residential purposes, or for the
storage of personal effects or articles other than those required for business
purposes.

5.    No dangerous or explosive materials shall be kept or permitted to be kept
in the Leased Premises.

6.    The Tenant shall give the Landlord prompt notice of any accident to or any
defect in the plumbing, heating, air-conditioning, ventilating, mechanical or
electrical apparatus or any other part of the Building.

7.    (deleted)

8.    The Tenant shall not mark, drill into or in any way deface the walls,
ceiling, partitions, floors or other parts of the Leased Premises and the
Building, except in connection with any leasehold Improvements undertaken by
Tenant with Landlord's consent.

9.    If the Tenant desires any electrical or communications wiring, the
Landlord reserves the right to direct qualified persons as to where and how the
wires are to be introduced, and without such directions no borings or cutting
for wires shall take place. No other wires or pipes of any kind shall be
introduced without the prior written consent of the Landlord.

10.   The Tenant shall not place or cause to be placed any additional locks upon
any doors of the Leased Premises without the approval of the Landlord and
subject to any conditions imposed by the Landlord. Additional keys may be
obtained from the Landlord at the cost of the Tenant.

11.   The Tenant shall keep the window coverings (if any) in a closed position
during period direct sun load. The tenant shall not interfere with or obstruct
any perimeter heating, air-conditioning or ventilating units.

12.   The Tenant shall not conduct, and shall not permit any, canvassing in the
Building.

13.   The Tenant shall permit the periodic closing of lanes, driveways and
passages for the purpose of preserving the Landlord's rights over such lanes,
driveways and passages.

14.   The Tenant shall not place or permit to be placed any sign, advertisement,
notice or other display on any part of the exterior of the Leased Premises or
elsewhere if such sign, advertisement, notice or other display is visible from
outside the Leased Premises without the prior written consent of the Landlord
which may be arbitrarily withheld. The Tenant, upon request of the Landlord,
shall immediately remove any sign, advertisement, notice or other display which
the Tenant has placed or permitted to be placed which, in the opinion of the
Landlord, is objectionable, and if the Tenant shall fail to do so, the Landlord
may remove the same at the expense of the Tenant. Notwithstanding the foregoing,
Tenant shall be permitted to install its signage as reasonably approved in
writing by Landlord in the facade of the Building in which the Arlington signage
is currently located.

15.   The Landlord shall have the right to make such other and further
reasonable rules and regulations and to alter the same as in its judgment may
from time to time be needful for the safety, care, cleanliness and appearance of
the Leased Premises and the Building and for the preservation of good order
therein, and the same shall be kept and observed by the tenants, their employees
and servants. The Landlord also has the right to suspend or cancel any or all of
these rules and regulations herein set out. Notwithstanding the foregoing,
Landlord agrees that it will not unreasonably discriminate in the enforcement of
these rules and regulations.

                                    PAGE E-1
<PAGE>

                                  SCHEDULE "E1"
                             ENVIRONMENTAL COVENANTS

1.    Notwithstanding anything to the contrary contained in this Lease, the
      Tenant covenants:

      (a)   not bring or allow any Hazardous Substance (as defined below) to be
            brought onto the Property, the Building or the Leased Premises
            except in compliance with the Environmental Law (as defined below);

      (b)   comply at all times and require all those for whom the Tenant is in
            law responsible to comply at all times with the Environmental Law as
            it affects the Leased Premises, the Building or the Property;

      (c)   give notice to the Landlord of the presence at any time during the
            Term of any Hazardous Substance on the Leased Premises (or the
            Building or the Property if such Hazardous Substance is in the
            control of the Tenant) together with such information concerning
            such hazardous Substance and its presence on the Leased Premises,
            the Building or the Property as the Landlord may require;

      (d)   give notice to the Landlord of any occurrence which might give rise
            to duty under the Environmental Law on either the Tenant or the
            Landlord with respect to the presence of any Hazardous Substance on
            the Leased Premises, the Building or the Property including, without
            limitation, notice of any release or escape into the environment of
            any Hazardous Substance at the Leased Premises, the Building or the
            Property;

      (e)   in any case where the Tenant has given notice as to the presence of
            a Hazardous Substance at the Leased Premises, the Building or the
            Property, or is required to give such notice, in each case as a
            result of the acts of Tenant, or where the Landlord has reasonable
            grounds to believe that any Hazardous Substance is or has been
            brought upon the Leased Premises, the Building or the Property by
            the Tenant or any person for whom the Tenant is in law responsible,
            to commission an Environmental Site Assessment at the Tenant's
            expense when required by the Landlord to do so;

      (f)   comply with any investigative, remedial or precautionary measures
            required under the Environmental Law or as reasonably required by
            the Landlord, and the Tenant shall be fully and completely liable to
            the Landlord for any and all clean up costs or costs incurred to
            comply with the Environmental Law which are directly attributable to
            any act or omission of the Tenant and/or any person for whom the
            Tenant is in law responsible, or any request by the Landlord that
            investigative, remedial or precautionary measures be taken;

      (g)   protect, indemnify and save each of the Landlord and its directors,
            officers, employees, agents, successors and assigns completely
            harmless from and against any Environmental Claim (as defined
            below), directly or indirectly incurred, sustained or suffered by or
            asserted against the Landlord and/or its directors, officers,
            employees, agents, successors and assigns caused by or directly
            attributable to any act or omission of the Tenant and/or any person
            for whom the Tenant is in law responsible;

      (h)   enter into any additional contract of insurance respecting the
            Leased Premises which the Landlord may reasonably require to protect
            the Landlord and its directors, officers, employees, agents,
            successors and assigns from any Environmental Claim respecting the
            Leased Premises; and

      (i)   provide to the Landlord such security as the Landlord may from time
            to time require, acting reasonably, to ensure compliance by the
            Tenant with its covenants herein contained.

2.    Landlord warrants and represents that, to its actual belief based solely
      on Landlord's most current environmental report of the Property, the
      Leased Premises, the Building and the Property do not contain any
      Hazardous substance in quantities, nature or extent so as to be in
      violation of the Environmental Law except to the extent (if any )disclosed
      in such report.

3.    The Tenant hereby authorizes the Landlord to make inquiries from time to
      time, and landlord's expense, of any government or governmental agency
      with respect to the Tenant's compliance with the Environmental Law at the
      Leased Premises, and the Tenant covenants and agrees that the Tenant will
      from time to time provide to the Landlord such written authorization as
      the Landlord may reasonably require in order to facilitate the obtaining
      of such information. The landlord or its authorized agent may inspect the
      Leased Premises from time to time, after reasonable notice to Tenant
      during normal business hours, in order to verify the Tenant's compliance
      with the Environmental Law and the requirements of this Lease respecting
      Hazardous Substances, provided that Landlord shall not unreasonably
      interfere with Tenant's business or its use of the Leased Premises during
      such entry and inspection (however the foregoing shall not require
      Landlord to hire overtime services).

4.    If the Tenant brings or creates on Leased Premises, the Building or the
      Property and Hazardous substance or if the conduct of the Tenant's
      business causes there to be any Hazardous Substance upon the Property, the
      Building or the Leased Premises then, notwithstanding any rule of law to
      the contrary, such Hazardous Substance shall be and remain the sole and
      exclusive property of the Tenant and shall not become the property of the
      Landlord notwithstanding the degree of affixation of the Hazardous
      Substance or the goods containing the Hazardous Substance to the Leased
      Premises, the Building or the Property and notwithstanding the expiry or
      earlier termination of this Lease.
<PAGE>

5.    Upon the Tenant's material default under this Schedule and in addition to
      the rights and remedies set forth elsewhere in this Lease, the Landlord
      shall be entitled to the following rights and remedies: to recover any and
      all damages associated with the material default, including without
      limitation, in addition to any rights reserved or available to the
      Landlord in respect of an early termination of this Lease, cleanup costs
      and charges, civil and criminal penalties and fees, loss of business and
      sales by the Landlord and other tenants of the Building, any and all
      damages and claims asserted by third parties and Landlord's reasonable
      counsel fees and costs.

6.    Notwithstanding anything to the contrary contained in this Lease, the
      Landlord covenants with the Tenant to:

            (a)   comply at all times and require all those for whom the
                  Landlord is in law responsible to comply at all times with the
                  Environmental Law as it affects the Leased Premises, the
                  Building or the Property;

            (b)   Protect, indemnify and save each of the Tenant and its
                  directors, officers, employees, agents, successors and assign
                  completely harmless from and against any Environmental Claim
                  (as defined below), directly or indirectly incurred, sustained
                  or suffered by or asserted against the Tenant and/or its
                  directors, officers, employees, agents, successors and assigns
                  caused by or attributable to, either directly or indirectly,
                  any act or omission of the Landlord and/or any person for whom
                  the Landlord is in law responsible;

7.    For the purposes of this lease, the following terms should have the
      meanings set out below:

            (a)   "ENVIRONMENTAL SITE ASSESSMENT" means an inspection or
                  inspections of the leased Premises or other affected locations
                  at the Building or the Property by an independent consultant
                  acceptable to the Landlord together with such other tests,
                  surveys and inquiries as such consultant deems advisable in
                  the circumstances into the use, transport, storage, disposal,
                  handling, sale or manufacture of any Hazardous Substance in,
                  on or about the Leased Premises, the Building or the Property
                  by the Tenant, those for whom the Tenant is in law responsible
                  or any other person using or occupying the Leased Premises, or
                  into the condition or status of the Leased Premises in
                  relation to possible contamination by any Hazardous Substance,
                  and any Environmental Site Assessment by such consultant shall
                  include the said consultant's written report delivered to the
                  Landlord summarizing the nature and results of all
                  inspections, tests, surveys and inquiries conducted by the
                  consultant, and the said consultant's recommendations for any
                  remedial or precautionary actions to be taken in relation to
                  the presence of Hazardous Substance on the Leased Premises,
                  the Building or the Property.

            (b)   "ENVIRONMENTAL CLAIM" means all claims, losses, costs,
                  expenses, fines, penalties, payments and/or damages
                  (including, without limitations, all reasonable counsel fees)
                  relating to, arising out of, resulting from or in any way
                  connected with the presence of any Hazardous Substance at the
                  Leased Premises, the Building or the Property, including,
                  without limitation, all costs and expenses of any remediation
                  or restoration of the Leased Premises, the Building, the
                  Property and/or any property adjoining or in the vicinity of
                  the Property required or mandated by the Environmental Law.

            (c)   "ENVIRONMENTAL LAW" means the common law, any law, bylaw,
                  order, ordinance, ruling, regulation, certificate, approval,
                  policy, guideline, consent or directive of any applicable
                  federal, provincial or municipal government, governmental
                  department, agency or regulatory authority or any Court of
                  competent jurisidction, relating to environmental matters
                  and/or regulating the import, storage, distribution, labeling,
                  sale, use, handling, transport or disposal of any Hazardous
                  Substance.

            (d)   "HAZARDOUS SUBSTANCE" means:

                  (i)   any substance which is hazardous to persons or property
                        and includes, without limiting the generality of the
                        foregoing, the following:

                        (A)   radioactive materials;

                        (B)   explosives;

                        (C)   any substance that, if added to any water; would
                              degrade or alter or form part of a process of
                              degradation or alteration of the quality of that
                              water to the extent that it is detrimental to its
                              use by any of man animal, fish or plant;

                  (ii)  any solid, liquid, gas or odor or combination of any of
                        them that, if emitted into the air, would create or
                        contribute to the creation of a condition of the air
                        that:

                        (A)   endangers the health, safety or welfare of persons
                              or the health of animal life;

                        (B)   interferes with normal enjoyment of life or
                              property; or

                                    PAGE E1-2

<PAGE>

                        (C)   causes damage to plant life or to property;

                  (iii) toxic substances;

                  (iv)  any material or substance declared or deemed to be
                        hazardous, deleterious, caustic, dangerous, a
                        contaminant, a waste, a source of contaminant, a
                        pollutant or toxic under the Environmental Law; and

                  (v)   without limiting the generality of the foregoing,
                        Hazardous Substance includes:

                        (A)   polychlorinated biphynels ("PCBs") or substances
                              containing PCBs;

                        (B)   asbestos or materials containing asbestos;

                        (C)   radon at levels deemed unacceptable by any health,
                              labor or environmental governmental authority;

                        (D)   urea formaldehyde foam insulation; or

                        (E)   underground or above-ground storage tanks.

                                    PAGE E1-3
<PAGE>

                                  SCHEDULE "F"
                             LEASEHOLD IMPROVEMENTS

(a)   For purposes of this Lease, the term "LEASEHOLD IMPROVEMENTS" includes,
      without limitation,all fixtures, improvements, installations, alterations
      and additions from time to time made, erected or installed by or on behalf
      of the Tenant, or any previous occupant of the Leased Premises, in the
      Leased Premises including all partitions, doors and hardware however
      affixed, and whether or not movable, all mechanical, elctrical and utility
      installations and all carpeting and drapes with the exception only of
      furniture and equipment not of the nature of fixtures.

(b)   Pursuant to the terms of this Lease, the Landlord shall include in the
      Leased Premises the Landlord's Work and the Tenant's Work. The Tenant
      shall not make, erect, install or alter any Leasehold Improvements in the
      Leased Premises without having requested and obtained the Landlord's prior
      written approval. The Landlord's approval shall not, if given, under any
      circumstances be construed as a consent to the Landlord having its estate
      charged with the cost of work. The Landlord shall not unreasonably
      withhold, condition or delay its approval to any such request, but failure
      to comply with the Landlord's reasonable requirements for the Building
      shall be considered sufficient reason for refusal. Notwithstanding
      anything contained in the Lease, Teanant shall be permitted to carry out
      Leasehold Improvements without the Landlord's consent being required
      thereto, so long as such Leasehold Improvements do not affect any of the
      Building's structure or mechanical or electrical systems, or the envelope
      or roof of the Building, and the costs of such Leasehold Improvements is
      not in excess of ten thousand dollars ($10,000.00) or a "per event"
      basis(the "PERMITTED LEASEDHOLD IMPROVEMENTS"). In making,
      erecting,installing or altering any Leasehold Improvements the Tenant
      shall not, without the prior written approval of the Landlord, alter or
      unreasonably interfere with any installations which have been made by the
      Landlord or others and in no event shall alter or unreasonably interfere
      with window coverings(if any) or other light control devices (if any)
      installed in the Building. The Tenant's request for any approval hereunder
      shall be in writing and accompanied by an adequate description of the
      contemplated work and, where considered appropriate by the Landlord,
      acting reasonably, working drawings and specifications thereof. If the
      Tenant requires from the Landlord drawings or specifications of the
      Building in connection with the Leasehold Improvements, the Tenant shall
      pay the reasonable cost thereof to the Landlord on demand. Any reasonable
      costs and expenses incurred by the  Landlord in connection with the
      Leasehold  Improvement requested by Tenant in excess of the Tenant
      Improvement Allowance (as defined below) shall be paid by the Tenant to
      the Landlord within thirty (30) days after Tenant's receipt of an invoice
      therefor. All work to be performed in the Leased Premises shall be
      performed by competent and adequately insured contractors and
      sub-contractors of whom the Landlord shall have approved in writing prior
      to commencement of any work, such approval not to be unreasonably
      withheld, conditioned or delayed. Notwithstanding the foregoing: Landlord
      may required that the Landlord's contractors and sub-contractors be
      engaged for any mechanical or electrical work provided that such
      contractors' and subcontractors' charges are reasonable; and Landlord may
      further require that work by Tenant be performed by workmen who have labor
      union affiliations that are compatible with those affiliations (if any) of
      workmen employed by the Landlord and its contractors and sub-contractors.
      All such work including the delivery, storage and removal of materials
      shall be subject to the reasonable supervision of the Landlord (at no cost
      to Tenant), shall be performed in accordance with any reasonable
      conditioned or regulation imposed by the Landlord including, without
      limitation, payment on demand by Landlord of a supervisory fee in the
      amount of five(5%) of the cost of such work (however such supervisory fee
      shall be in applicable to Landlord's Work and Tenant's Work defined
      below), and shall be completed in good and workmanlike manner in
      accordance with the description of the work approved by the Landlord and
      in accordance with all applicable laws, regulations and by-laws of all
      regulatory authorities. Copies of required building permits or
      authorizations shall be obtained by the Tenant at its expense and copies
      thereof shall be provided to the Landlord. if the Tenant undertakes
      Leasehold Improvements, upon completion of such Leasehold Improvements
      installed and, If required by law, an engineer approved air balance
      report. No locks shall be installed on the entrance doors or in any doors
      in the Leased Premises that are not keyed to the Building master key
      system.

(c)   In connection with the making, erection, installation or alteration of
      Leasehold Improvements and all other work or installations made by or for
      the Tenant in the Leased Premises, the Tenant shall comply with all the
      provisions of the construction lien and other similar statutes from time
      to time applicable thereto (including any proviso requiring or enabling
      the retention by way of holdback of portions of any sums payable) and,
      except as to any such holdback, shall promptly pay all accounts relating
      thereto as and when due. The Tenant will not create any mortgage,
      conditional sale agreement or other encumbrance in respect of its
      Leasehold Improvements or, without the written consent of the Landlord
      (such consent not to be unreasonably withheld, conditioned or delayed),
      with respect to its trade fixtures nor shall the Tenant take any action as
      a consequence of which any such mortgage, conditional sale agreement or
      other encumbrance would attach to the Property or any part thereof. If and
      whenever any construction or other lien for work, labor, services or
      materials supplied to or for the Tenant or for the cost of which the
      Tenant may be in any way liable or claims therefor shall arise or be
      filed or any such mortgage, conditional sale agreement or other
      encumbrance shall attach, the Tenant shall within fifteen (15) days after
      submission by the Landlord of notice thereof procure the discharge
      thereof, including any notice of lien or certificate of action registered
      in respect of any lien, by payment or giving security or in such other
      manner as may be required or permitted by law, and failing which the
      Landlord may avail itself of any of its remedies hereunder for default of
      the Tenant and, after notice to Tenant, may make any payments or take any
      steps or proceedings required to procure the discharge of any such liens
      or encumbrances, and shall be entitled to be repaid by the Tenant on
      demand for any such payments and to be paid on demand by the Tenant for
      all costs and

<PAGE>

      expenses in connection with steps or proceedings taken by the Landlord and
      the Landlord's right to reimbursement and to payment shall not be
      affected or impaired if the Tenant shall then or subsequently establish or
      claim that any lien or encumbrance so discharge was without merit or
      excessive or subject to any abatement, set-off or defense. The Tenant
      agrees to indemnify the Landlord from all claims, costs and expenses which
      may be incurred by the Landlord in any proceedings brought by any person
      against the Landlord alone or with another or other for or in respect of
      work, Labor, services or materials supplied to or for the Tenant.

(d)   All Leasehold Improvements in or upon the Leased Premises shall
      immediately upon their placement be and become the Landlord's property
      without compensation therefor to the extent otherwise expressly agreed by
      the Landlord in writing, no Leasehold Improvement shall be removed by the
      Tenant from the Leased Premises either during or at the expiration or
      sooner termination of the Term except that:

      (i)   the Tenant shall, prior to the end of the Term, remove such of the
            Leasehold improvements in the Leased Premises as the Landlord shall
            require to be removed, provided that Landlord has notified Tenant of
            the Tenant's requirement for removal and restoration at the time
            that the Tenant requested Landlord's consent to such Leasehold
            Improvements (however, notwithstanding the foregoing, Tenant shall
            not be required to remove any of Landlord's Work and Tenant's Work
            other than any wiring and cabling included in Tenant's Work); and

      (ii)  the Tenant may, at the times appointed by the Landlord and subject
            to availability of elevators (if installed in the Building), remove
            its furniture and equipment at the end of the Term, and also during
            the Term in the usual and normal course of its business.

      The Tenant shall, in the case of every removal, repair at the expenses of
      the Tenant any damage caused to the property by the installation and
      removal. In the event of the non-removed by the end of the Term, or within
      three (3) days after the sooner termination of this lease, of such trade
      fixtures or Leasehold Improvements required by the Landlord to be removed,
      the Landlord shall have option, in addition to its other remedies under
      this Lease to declare to the Tenant that such trade fixtures are the
      property of the Landlord and the Landlord upon such a declaration may
      dispose of such trade fixtures and retain any proceeds of deposition as
      security for the debts, liabilities and obligations of the Tenant and
      Tenant shall be liable to the Landlord for any expenses reasonably
      incurred by the Landlord.

(e)   For the purpose of this lease,

      (i)   "TENANT'S WORK" shall mean all work required to be done by landlord
            to complete the Leased Premises for initial occupancy by the Tenant
            excluding the Landlord's Work (as hereinafter defined).

      (ii)  "LANDLORD'S WORK" shall mean the shell of the Leased Premises in its
            "as is" condition including an electric panel rated for 1,200 amps
            at 480 volts. Notwithstanding any provision of the Lease to the
            contrary, Landlord will be responsible for any repair and
            replacements needed for HVAC units (both new and existing ) serving
            the Leased Premises for a period of one year following Landlord's
            completion of Tenant's work.

(f)   Landlord will construct Tenant's Work in a good and workmanlike manner in
      accordance with plans and specifications mutually acceptable to Landlord
      and Tenant. The entire cost of designing and constructing Tenant's Work
      shall be paid by Tenant, except that Landlord will provide an allowance in
      an amount not to exceed $837,000.00 (the "TENANT IMPROVEMENT ALLOWANCE")
      to design and construct the office portion of the Leased premises and any
      other Leasehold Improvements contemplated by the final, approved
      Construction Documents. The Tenant agrees that the Landlord can deduct
      from the Tenant Improvement Allowance the costs and expenses incurred by
      the Landlord and its consultants for Tenant's Work (e.g. design and
      architectural fees, mechanical, electrical, plumbing and structural
      engineering fees, reproduction costs of permits and inspections for
      Tenant's Work). Any unused portion of the Tenant Improvement Allowance
      shall be credited back to Tenant in a manner mutually agreeable to both
      Landlord and Tenant, acting reasonably. In addition to the Tenant
      Improvement Allowance, Tenant shall have the right to request and obtain
      from Landlord an additional allowance in an amount not to exceed
      $200,000.00 (the "ADDITIONAL ALLOWANCE") which shall be used to pay for
      the cost of Tenant's Work, which Tenant shall reimburse to Landlord in the
      form of Rent over the Term of the Lease amortized at an interest rate of
      eight percent (8%) and payable monthly together with each monthly payment
      of Basic Rent.

(g)   (i)   Tenant shall cooperate with Landlord's architect in order that
            architectural working drawings and specifications (the "CONSTRUCTION
            DOCUMENTS") for the Leased Premises, as required for the
            construction of Tenant's Work, can be completed and delivered to
            Landlord as soon as possible following the date this Lease is signed
            by the parties; provided, however, the number of days in which
            delivery of the Construction Documents is delayed beyond March 31,
            2004 shall constitute Unavoidable Delay as referenced in Section 2
            of the Lease. Tenant shall respond to requests for input regarding
            the Construction Documents, including delivery of written notice of
            approval or objections regarding same, within three (3) business
            days after Tenant's receipt of each such request. Failure of Tenant
            to respond within such time frame or to act within any other time
            frames required of it shall be deemed to Tenant Delay. Tenant agrees
            not to unreasonably withhold its approval to the Construction
            Documents.

<PAGE>

      (ii)  Within a reasonable period after receipt of the final approved
            Construction Documents, Landlord shall make application for building
            permits,if necessary.

      (iii) Landlord shall submit Tenants's Work to bid with three
            contractors, one of whom shall be Robert Borg Construction. Tenant
            acknowledges that the bids are being obtained initially based on
            preliminary drawings and that the bid may be modified based on the
            final approved Construction Documents. Tenant shall within three(3)
            business days following receipt of the bids to select one of the
            bidding contractors who will perform Tenant's Work.

      (iv)  Upon receipt of a signed copy of the final approved Construction
            Documents, the required permits and selection of a general
            contractor by Landlord and Tenant, construction will immediately
            commence. Landlord will make diligient efforts to substantially
            complete Tenant's Work and Landlord's Work by the Required
            Completion Date defined in the Lease.

      (v)   "CHANGES" shall mean any revisions to Tenant's Work as described in
            the final approved Construction Documents which are(i) requested by
            any local government agency o field inspector. If Landlord approves
            Changes(such approval not to be unreasonably withheld, conditioned
            or delayed), Landlord shall reasonably determine the cost for
            proposed Changes. Tenant shall be deemed to have approved of Changes
            described in(ii) and shall pay Landlord's reasonable cost with
            respect to same. Tenant shall approve or disapprove, in writing ,
            the cost for the Changes requested by Tenant within two (2) business
            days after Tenant's receipt of the esitmated cost for the Changes to
            Tenant. Landlord shall not be obligated to proceed with the Changes
            until Tenant has approved the cost for the Changes. If the approval
            of the cost for the Changes is not received by the Landlord within
            the two (2) business day period, Tenant shall be deemed to have
            abandoned its request for the Changes. In the event that a Change
            results in extending substantial completion of Tenant's Work beyond
            the date that Tenant's Work would have been completed without the
            Change,then extension of time shall constitute a Tenant Delay.

(h)   When Landlord's architect considers Landlord's Work and Tenant's Work to
      be substantially complete or about to be substantially completed, Landlord
      shall notify Tenant as to the date or anticipated date of substantial
      completion and of a time and date for inspection of the Landlord's Work
      and Tenant,s Work. If such time and date are not acceptable to Tenant,
      Landlord and Tenant shall mutually agree upon another time and
      date,provided that Tenant shall not unreasonably dalay such inspection
      beyond two(2) business of the date originally suggested by Landlord,
      Tenant agrees to inspect the Leased Premises at such time and on such date
      to execute at the time of such inspection Landlord's reasonable form of
      inspection report which shall be prepared by Landlord's architect and
      shall list items designated by said architect as not yet completed and any
      additional items which Landlord and Tenant acting reasonably and in good
      faith upon if such inspection are not yet completed (said list is
      hereinafter referred to as a "PUNCH LIST"). If the Punch List consists
      only of items which shall not materially interfere with Tenant's ability
      to use the occupy the Leased Premises for the Permitted Use, and if
      Landlord's Work and Tenant's Work are substantially completed pursuant to
      the final approved Construction Documents, Tenant agrees to also execute
      at the time of such inspection a written statement that the Leased
      Premises have been substantially completed in accordance with the Schedule
      subject only to the items listed on the Punch List. Tenant agrees that, at
      the request of Landlord from time to time after the initial inspection,
      Tenant shall initial such Punch List or execute revised Punch Lists to
      reflect partial completion of prior Punch List items, to the extent such
      Punch List items have been completed. Tenant's acknowledgement in writing
      that the Leased Premises are substantially complete and acceptance of
      pessession of the Leased Premises shall not releive  Landlord of its
      obligations to diligently complete all Punch List items. Landlord shall
      complete the repair of any Punch List items within thirty (30) days of
      receiving such list, provided that if the nature of such repairs in such
      that more than thirty (30) days are required to complete such repairs,
      then Landlord shall commence such repairs within the thirty (30) day
      period and thereafter diligently prosecute such repairs to completion,
      subject to Tenant Delays.

(i)   Landlord shall be responsible for repair of defects in Landord's Work and
      Tenant's Work for a period of one year following the date that same are
      substantially completed and the Leased Premises are delivered to Tenant.

<PAGE>

                                  SCHEDULE "H"
                                 OPTION TO RENEW

(a) Provided Tenant is not then in default hereunder beyond any applicable cure
period and as long Tenant has not defaulted in the payment of Rent more than
five (5) times during the Term and as a result thereof Landlord has sent Tenant
notices regarding each of such late payments, the Landlord will at the
expiration of the initial Term on written notice by the Tenant to the landlord
given by the Tenant not more than 13 months prior to the expiration of the
initial Term and received by the Landlord not less than 12 months prior to the
expiration of the initial Term grant to the Tenant one 5-year extension of the
Term (the "RENEWAL TERM") on the same terms and conditions as contained in this
Lease except the right of further renewal, Landlord's Work and Tenant's Work,
Basic Rent, Tenant Improvement Allowance and Rent abatement period.

(b) The Basic Rent per square foot for the Leased Premises shall be equal to
Prevailing Market as described below. Landlord shall advice Tenant of the
applicable Basic Rent rate for the Leased Premises and Tenant, within 10 days
thereafter, shall either (i) give Landlord final binding written notice
("Binding Notice") of Tenant's exercise of its option for the Leased Premises,
or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with
written notice of rejection (the "Rejection Notice"). If Tenant fails to provide
Landlord with either a Binding Notice or Rejection Notice within such 10 day
period, the Renewal Option shall automatically become null and void. If Tenant
provides Landlord with a Binding Notice, Landlord and Tenant shall enter into a
lease amendment as provided below. If Tenant provides Landlord with a Rejection
Notice, Landlord and Tenant shall work together in good faith for a period of
twenty (20) days after the date of Tenant's Rejection Notice to agree upon the
Prevailing Market rate for the Leased Premises. Upon agreement Tenant shall
provide Landlord with Binding Notice and Landlord and Tenant shall enter into
the lease amendment as provided below. Notwithstanding the foregoing, if
Landlord and Tenant are unable to agree upon the Prevailing Market rate for the
Leased Premises within twenty (20) days after the date on which Tenant provides
Landlord with a Rejection Notice, Tenant, by written notice to Landlord (the
"Arbitration Notice") given within three (3) business days after the expiration
of such twenty (20) day period, shall have the right to have the Prevailing
Market Rate determined in accordance with the following procedures. If Tenant
fails to exercise its right to arbitrate, the Renewal Option shall automatically
become null and void.

(c) If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant,
within  ten (10) days after the date of the Arbitration Notice, shall meet and
each simultaneously submit to the other, in a sealed envelope, its good faith
estimate of the Prevailing Market rate (collectively referred to as the
"Estimates"). If the higher of such Estimates is not more than one hundred five
percent (105%) of the lower of such Estimates, then Prevailing Market rate shall
be the average of the two Estimates. If the Prevailing Market rate is not
resolved by the exchange of Estimates, Landlord and Tenant, within three (3)
business days after the exchange of Estimates, shall each select an appraiser to
determine which of the two Estimates most closely reflects the Prevailing Market
rate. Each appraiser so selected shall be certified as an MAI appraiser or as an
ASA appraiser and shall have had at least five (5) years experience within the
previous ten (10) years as a real estate appraiser working in the city or county
in which the Building is located, with working knowledge of current rental rates
and practices. For purposes of this Lease, an "MAI" appraiser means an
individual who holds and MAI designation conferred by, and is an independent
member of, the American Institute of Real Estate Appraisers (or its successor
organization, or in the event there is no successor organization, the
organization and designation most similar), and an "ASA" appraiser means an
individual who holds the Senior Member designation conferred by, and is an
independent member of, the American Society of Appraisers (or its successor
organization, or, in the event there is no successor organization, the
organization and designation most similar). Upon selected, Landlord's and
Tenant's appraisers shall work together in good faith to agree upon which of the
two Estimates most closely reflects the Prevailing Market rate. The Estimate
chosen by such appraisers shall be binding on both Landlord and Tenant as the
Basic Rent rate for the Leased Premises. If either Landlord or Tenant fails to
appoint an appraiser within the three (3) business day period referred to above,
the appraiser appointed by the other party shall be the sole appraiser for the
purposes hereof. If the two appraisers cannot agree upon which of the two
Estimates  most closely reflects the Prevailing Market within the twenty (20)
days after their appointment, then, within ten (10) days after the expiration of
such twenty (20) days period, the two (2) appraisers shall select a third
appraiser meeting the aforementioned criteria. Once the third appraiser has been
selected as provided for above, then, as soon thereafter as practicable but in
any case within fourteen (14) days, the appraiser shall make its determination
of which of the two Estimates most closely reflects the Prevailing Market rate
and such Estimate shall be binding on both landlord and Tenant as the Basic Rent
rate for the Leased Premises. If the arbitrator believes that expert advice
would materially assist him, he may retain one or more qualified persons, to
provide such expert advice. The parties shall share equally in the costs of the
arbitrator and of any experts retained by the arabitrator. Any fees of any
appraiser, counsel or experts engaged directly by Landlord or Tenant, however,
shall be borne by the party retaining such appraiser, counsel or expert. In the
event that the Prevailing Market rate has not been determined by the
commencement date of the Leased Premises, Tenant shall pay Basic Rent at the
rate initially determined by Landlord until such time as the Prevailing Market
rate has been determined. Upon such determination, the Basic Rent for the Leased
Premises shall be retroactively adjusted to the commencement date of the Leased
Premises. If such adjustment results in an underpayment of Basic Rent by Tenant,
Tenant shall pay Landlord the amount of such underpayment within thirty (30)
days after the determination thereof. If such adjustment results in an
overpayment of Basic Rent by Tenant, landlord shall credit such overpayment
against the next installment of Basic Rent due under the Lease and, to the
extent necessary, and subsequent installments until the entire amount of such
overpayment has been credited against Basic Rent.

(d) Notwithstanding the above, if the Tenant does not exercise this Option to
Renew in strict accordance with this Schedule "H" then this Option to Renew is
null and void.

(e) The Tenant's Option to Renew hereunder is personal to the Tenant and
automatically expires on any Transfer (other than any sublease by Tenant with
Landlord's consent of less than 20,000 square feet for no more than three (3)
years)

<PAGE>

whether or not the same is with the consent of the Landlord, except that Tenant
shall be permitted to transfer this Option to Renew to a Controlled Tenant.

<PAGE>

                                  SCHEDULE "J"

                       DECLARATION OF PROTECTIVE COVENANTS

                       DECLARATION OF PROTECTIVE COVENANTS

         This Declaration of Protective Covenants (hereinafter referred to as
this "Declaration") is made effective this 21 day of March, 1995, by LaSalle
National Trust, N.A., as trustee under trust agreement dated November 15, 1994,
and known as trust number 119196 (hereinafter referred to as the "Declarant"),
as the owner of that certain real property located in the Village of
Libertyville, which real property is legally described in Exhibit A of this
Declaration, which Exhibit A is attached hereto and made a part hereof, and
which real property is hereinafter referred to sometimes as "Real Estate", or by
its common name "Libertyville Business Park."

                                   WITNESSETH:

         WHEREAS, Libertyville Business Park is being developed by Declarant or
by Declarant's successor in title as a research, office and industrial complex
pursuant to the Development Agreement and the Development Ordinance (both as
hereafter defined), and the Declarant desires to provide for the preservation of
the values and amenities thereof for the benefit of the Real Estate, to create
certain easements appurtenant to all or a part of the Real Estate, and to
provide for the use, maintenance, and repair thereof for any and all subsequent
Owners (as defined hereinafter), all of which shall inure to the benefit of and
pass with the Real estate and portions thereof, and shall apply to and bind
successors in interest and any subsequent Owners thereof.

         NOW THEREFORE, the Declarant hereby declares that any interest in the
Real Estate, or any portion thereof, except for any interest held in the Real
Estate by the Village or any other governmental body, is and be held, conveyed,
and occupied subject to the covenants. conditions, easements, charges, liens,
assessments, restrictions, and reservations hereinafter set forth.

I.       THE REAL ESTATE.

                  The Real Estate affected hereby and subject to this
Declaration is commonly known as Libertyville Business Park, is described on
Exhibit A hereto, and is located within the Village of Libertyville, Lake
Country, State of Illinois.

II.      DEFINITIONS.

         The following words, when used in this Declaration or any supplemental
or amended Declaration (unless the context shall specifically provided
otherwise), shall have the following meanings, interpretations and effects:

         A.       "Association" - A not-for-profit Illinois corporation known as
"Libertyville Business Park Association" (or by such other as may be available
at the time of its incorporation) created for the purpose of owing and/or
Maintaining the Common Property (as defined hereinafter) and such other purposes
as hereinafter set forth, and to effectuate the intent

                                     Page 1
<PAGE>

of this Declaration. For the purpose of this Declaration, references to the
Association or its Board of Directors shall mean the Declarant until such time
as the Association is formed. Similarly, references to the Declarant shall mean
the Association from and after the time that she referenced rights or duties are
assigned to or devolve to the Association in accordance with the terms of this
Declaration.

         B.       "Building Site" Any lot or loss within the Real Estate upon
which a building or buildings and appurtenant structures may be erected which is
in conformance with the restrictions of the Development Ordinance and
Development Agreement and which is replaced in accordance with the Development
Ordinance and the Development agreement.

         C.       "Common Property" - The realty designated as "Outlot A" and
"Outlot B" on the Plat of Subdivision of Libertyville Business Park, recorded in
the Office of the Recorder of Deeds of Lake County on March 21, 1995 as Document
No.3655524 (hereinafter referred to as the "Plat of Subdivision") and/or on any
amendment or corrections thereto, and all facilities appurtenant thereto,
entryway signs or monuments, landscaping located in the public rights-of-way
adjacent to or on the Real Estate, any reservoir or pumping station or sanitary
sewer lift station located on The Real Estate and serving the Real Estate
(unless conveyed to the County of Lake or the village, as defined hereinafter),
all Storm Water Facilities (as defined hereinafter), and any other areas,
improvements or facilities within the Real Estate intended for the common use or
benefit of the Owners and which area, improvements or facilities have not been
dedicated to and accepted by the Village or other governmental bodies,
including, but not limited to those facilities and areas identified and
described in Exhibit C attached and made a part hereof.

         D.       "Default Interest Rate" - A per annum interest rate equal to
the interest rate identified in the Wall Street Journal as the "Prime Rate"
plus 3 percentage points in excess of the Prime Rate (for example, if the Prime
Rate is 7% then the Default Interest Rate is 10%).

         E.       Development Agreement" - That certain Agreement between, inter
alia, the Declarant and the Village dated the 15th day of December, 1994,
recorded in the Office of the Recorder of Deeds of Lake County on December 22,
1994 as Document No. 3628331 containing the terms and conditions of
Declarant's development of the Real Estate, and including the terms of any
Village resolution approving the Development Agreement.

         F.       Development Ordinance" - Village ordinance number 92-O-05
approved January 27, 1992 and amended by Village ordinance number 94-O-65
approved December 14, 1994.

         G.       "Detention Pond(s)" - "Those areas for the retention and/or
detention of water for the benefit of Libertyville Business Park and which are
designated herein for such purpose or on the Plat of subdivision as "Outlot A,"
"Outlot B," or as "Lake", 'Detention Area", "Detention Pond" and/or "Detention
Lake".

                                       2

<PAGE>

         H.       "Final Plat of Subdivision" - The final plat of subdivision of
the Libertyville Business Park, recorded in the Office of the Recorder of Deeds
of lake County, Illinois on___, 199__ as document number _______.

         I.       "Improvements" - All structures or other charges of any kind
to the Real Estate, Building Site, or a parcel or lot thereof, whether above or
below grade, including, but not limited to: buildings; fences; equipment;
utility installations; sending or receiving antennae; storage, loading, and
parking facilities; walkways; driveways; landscaping; signs; site lighting; site
grading; earth movement; and any exterior additions, changes, or alterations
thereto, but excluding any improvements of the Village or other governmental
bodies.

         J.       "Owner" - The Party (as defined hereinafter) holding legal or
equitable title to a Building Site and the Improvements thereon, excluding the
Declarant. If legal title to a Building Site is in the name of a title holding
land trust, the "Owner" shall include, without limitation, all beneficiaries of
such trust.

         K.       "Owners" - Collectively more than one Owner.

         L.       "Ordinances" - All Village ordinance, codes, resolutions,
rules and regulations including the Development Ordinance and the Zoning Code,
along with the Development Agreement.

         M.       "Party" - An individual, corporation, partnership, or legal
entity, public or private.

         N.       "Storm Water Facilities" - The storm water system serving the
Real Estate, in whole or in part and not a Building Site, including (without
limitation) the Detention Ponds, conduits, inlet and outlet storm sewers and
structures, catch basins, and the immediate land adjacent to said detention
areas and lakes, There shall be excluded from Storm Water Facilities: (i) storm
water collecting facilities dedicated to, accepted by and owned by governmental
bodies, and (ii) storm water collecting sewers and facilities within a Building
Site, the principal purpose of which is to serve said Building Site.

         O.       "Tenant" - Any Party, excluding Declarant, who is not an
Owner, or an employee of an Owner, and who occupies any portion of the
Libertyville Business Park, whether or not such occupation is under the terms of
a written or oral lease with an Owner or the Declarant.

         P.       "Village" - The Village of Libertyville, an Illinois municipal
corporation, and its successors.

         Q.       "Zoning Code" - The Village ordinance which provide for the
zoning of the Real Estate.

                                        3

<PAGE>

III.     PURPOSE.

      The purpose of this Declaration is to seek to ensure the proper
development and use of each Building Site; to protect the Owners, Tenants and
occupants (present or future) of all Building Sites against the improper
development and use of a Building Site, as will depreciate the value of any
Building Site; to prevent the erection in Libertyville Business Park of
Improvements of unsuitable design, or those built using improper or unsuitable
materials, or which otherwise violate the terms of this Declaration; to prevent
haphazard and inharmonious  Improvements; to Secure and maintain sufficient
setbacks from streets and adequate open spaces between structures; and, in
general, to establish and maintain the values and amenities of an attractive
setting for business and industry with ample open area and high quality
structures and landscaping. This Declaration is further amended to complement
applicable governmental and municipal regulations, and, where conflicts occur,
the most restrictive requirements shall be applied.

IV.      IMPROVEMENT CONVENANTS.

         No improvements may be constructed by the Owners on any portion of the
Real Estate, unless the Improvements comply with the provisions of this
Declaration, including but not limited to, this Section IV.

         A.       ZONING. All Building Sites and Improvements shall conform to
the Declaration and applicable Village Ordinances. In particular:

                  1.       No reference to a "Lot" on the Final Plat of
         Subdivision shall be constructed to mean that the lot satisfies the
         requirements of a "Zoning Lot" under the Zoning Code;

                  2.       No lot depicted on the Final Plat of Subdivision that
         does not meet the applicable minimum lot area, lot width, lot depth and
         lot frontage requirements of the Development Ordinance and Development
         Agreement shall be sold or otherwise conveyed unless and until such lot
         is combined with other contignous lots so that the resulting parcel
         meets such applicable minimum lot area, lot width, lot depth and lot
         frontage requirements of the Development Ordinance and Development
         Agreement;

                  3.       No lot depicted on the Final Plat of Subdivision
         shall be sold conveyed, or combined with other lots if the result
         thereof would be to leave isolated any one or more other lots that do
         not meet the applicable minimum lot areas, lot width, lot depth and lot
         frontage requirements of the Development Ordinance and Development
         Agreement;

                  4.       No building permit shall be issued by the Village for
         any parcel resulting from the combination of any or all of the lots
         depicted on the Final Plat of Subdivision unless (i) such parcel meets
         the applicable minimum lot area, lot width, lot depth and lot frontage
         requirements of the Development Ordinance and Development Agreement,
         (ii) such parcel does not isolate any one or more lots that do not meet
         the applicable minimum

                                        4


<PAGE>

         lot area, lot width, lot depth and lot frontage requirements of the
         Development Ordiannce and Development Agreement; (iii) parcel is
         platted or replatted into a lot of record that meets all applicable
         minimum lot area, lot width, lot depth and lot frontage requirements of
         the Development Ordinance and Development Agreement; (iv) Specific
         Building site and Operational Plan or Site Plan approvals shall have
         been obtained as required by the Development Ordinance and Development
         Agreement; and (v) all other conditions precedent to the issuance of
         building permits, as set forth in the Development Agreement, shall have
         been satisfied; and

                  5.       No Specific Building Site and Operational Plan or
         Site Plan approvals under the Development Ordinance and Development
         Agreement shall be given unless such Plan provided for such
         improvements as may be necessary to ensure that public buses will have
         safe and convenient access to and use of passenger pick-up and drop-off
         locations in close proximity to building entrances.

         Any application to change the zoning of any Building Site requires the
prior written approval of the Declarant or of the Association in the event the
rights of the Declarant have been transferred or assigned to the Association.
Notwithstanding anything herein to the contrary, the Declarant reserves the
right to change the use and zoning of any Building Site the Declarant owns,
subject only to approval by the village.

         B.       CONSTRUCTION.

                  1.       MATERIALS. All Improvements shall be constructed with
         high quality permanent materials and shall be designed to be durable
         and easily maintained. All Improvements and other structures within
         Libertyville Business Park shall have exterior walls constructed of
         attractive materials which have been approved by the Declarant. Subject
         to the Declarant's review and approval of color, design and
         application, all exterior materials shall be face brick, stone, glass,
         exposed aggregate panels, pre-cast concrete panels, textured concrete,
         steel, aluminium or wood. Equivalent or better materials and any
         combination of the above materials may be used in well-conceived and
         creative applications as approved by the Declarant. Common brick,
         concrete block, cinder block, and split face block are specially
         prohibited on any exterior wall. Accessory buildings and enclosures and
         any structures that are appurtenant to any building shall be subject to
         prior approval by the Declarant, and shall be of similar or comparable
         materials, design and construction. Rigid gable roof structures will be
         disapproved if a "Pre-engineered" appearance is evident.

                  2.       EXTERIOR EQUIPMENT. Exterior mechanical and
         electrical equipment, including without limitation air conditioning and
         heating equipment, air handling equipment, transformers, transclosures,
         pump houses, communication towers, microwave or communications
         satellite dishes, vents and fans, whether mounted on the roof or walls

                                        5

<PAGE>

         of any building or on the ground, shall be placed or screened so that
         the predominant design lines of the building or structure continue
         without visual distraction or interruption.

                  3.       UTILITIES. All Plans and Specifications (as defined
         hereinafter) shall provided for the underground installation of all
         utilities from Building Site lot lines to Improvements and shall
         provide for appropriate safety measures or other controls, whether of a
         temporary or permanent nature, as may be prudent under the
         circumstances as set forth by local, state, or federal governmental
         agencies. Any connection of an underground utility involving crossing a
         public roadway shall be accomplished only by auguring and casing the
         carrier pipe. Wherever feasible, utility connections made above ground
         level shall be located within buildings, such as exposed utility boxes,
         and where feasible they shall be screened using landscaping or other
         suitable designs and materials.

         C.       OBJECTIONABLE USES. Any use which is deemand by the Declarant
to be incompatible or objectionable, including without limitation any use which,
in the Declarant's opinion, might produce offensive or unusual odors, fumes,
dust, smoke, noise, electrical interference or pollution, or which might produce
an unusual danger or fire, explosion or other casualty, shall not be permitted
in Libertyville Business Park. All business, production, servicing and
processing shall take place within completely enclosed structures, unless
expressly approved by the Declarant. Without limiting the generality of the
foregoing, those certain uses prohibited by the Development Ordinance are
specifically prohibited in the Libertyville Business Park.

         D.       PARKING.

                  1.       PARKING AREAS. Each Building Site shall contain all
         required parking facilities entirely within the Building Site. Parking
         on street rights-of-way is expressly prohibited.

                  2.       TRAILER PARKING. No storage or overnight parking of
         trucks or truck trailers shall be permitted, except in off-street
         loading areas or as expressly approved in writing by the Declarant.

                  3.       REQUIRED SPACES. The number and location of the
         required parking spaces shall be subject to all applicable Village
         Ordinances.

         E.       OFF-STREET LOADING AREA. All truck docks shall be located
either (i) indoors, or (ii) in areas which are screened by landscaping, berms,
or other means so as to make loading area not visible from the public street
granting access to the Building Site.

         F.       OUTSIDE STORAGE AND DISPLAYS. The outside display of materials
or merchandise for advertising or merchandising purposes is prohibited. Outdoor
storage of any kind shall be permitted only upon prior approval or the
Declarant, and only if in conformity with Section IV. C. of this Declaration,
and then generally only behind a principal building or within

                                        6

<PAGE>
the rear half of the Building Site if screened from the view of anyone within
any public street right-of-way abutting the Building Site by screening walls,
earth berms or plant material at least ten (10) feet in height. All equipment
and facilities for the bulk storage of liquids, petroleum products, fuel,
refuse, water and similar materials shall be deemed to be outside storage. Any
trash in garbage, storage, pickup areas, receptacles or dumpsters shall be
located within an enclosed building or an area (open to the sky) enclosed by
screening walls, earth berms of plant materials at least equal in height to the
material being stored. Such storage areas or structures shall not be located
within required front, side or rear yard setback areas.

      G.    LANDSCAPING.

            1.    GENERALLY. All open areas on each Building Site not occupied
      by buildings, structures, outside storage areas, parking areas, street
      right-of-way paved areas, driveways, walkways and off-street loading areas
      shall be suitably graded and drained and shall be landscaped with lawns,
      trees, and shrubs in accordance with the Final Landscaping Plans to be
      approved pursuant to the Development Agreement. Lawns shall be seeded or
      sodded with bluegrass predominant mixtures. A landscape plan must be
      submitted in accordance with Section V. hereof for review and approval.

            2.    TREES. All Building Sites must comply with the provisions of
      Village Ordinances.

            3.    PARKING AREAS. Parking areas adjacent to a street shall be
      screened from the street(s) by landscaped berms, hedges, or plantings
      pursuant to the applicable Village Ordinances.

            4.    MINIMUM PLANTING REQUIRED. Each Building Site shall comply
      with the applicable Village Ordinances for plantings required.

            5.    LANDSCAPING MAINTENANCE. All landscaping on each Building
      Site and on the landscaped portions of any abutting street right-of-way
      shall be properly maintained by the Owner or Tenant of the Building Site,
      which maintenance shall include removal of all trash and debris and all
      necessary cutting, watering, fertilizing, aerating, spraying, pruning and
      required replacements.

            6.    TIME FOR COMPLETION. All landscaping on each Building Site
      shall be completed within six (6) months after occupancy or completion of
      any building thereon, whichever occurs first. The time for completion may
      be extended by written approval of Declarant, only if Declarant, in its
      sole judgment, determines that the delay is required due to causes beyond
      the control of the Owner involved. If an Owner fails to complete
      landscaping by the required date, as it may be extended by Declarant, the
      Owner shall be subject to a special assessment, payable to Declarant,
      equal to the costs of such landscaping, together with interest thereon at
      the Default Interest Rate, such assessment

                                        7

<PAGE>

      to be used by Declarant to complete said landscaping and if said
      assessment and interest is not paid within thirty (30) days after written
      notice of such assessment from the Declarant, said assessment and
      interest will constitute a lien against the Building Site and may be
      enforced as set forth in Section VIII.C.5. hereof.

      H.    FENCING. Fencing shall be permitted only to secure outside storage
or in connection with design screening. All fencing must be approved by the
Declarant and be constructed of materials aesthetically compatible with those
used in the major building in the Building Site. All metal fencing shall be
screened by landscaping.

      I.    EXTERIOR LIGHTING.

            1.    PLAN. Each Building Site shall have adequate exterior lighting
      for its intended use. Exterior lights shall be shielded with
      non-reflective shields directing light down onto the Building site and
      away from other Building Sites, and away from property adjacent to
      Libertyville Business Park. An exterior lighting plan for each Building
      Site must be submitted to the Declarant in accordance with Section V. for
      review and approval.

            2.    COLOR, TYPE. All exterior lighting shall be of the high
      pressure sodium vapor type and/or color. No unusually colored lights shall
      be permitted. No bare neon lights and no temporary, traveling, flashing or
      intermittent lighting of any kind shall be permitted.

            3.    POLE HEIGHT. All pole-mounted exterior lighting fixtures shall
      be on poles no higher than thirty (30) feet, unless engineered to prevent
      light spillage on adjacent properties and approved by Declarant.

            4.    HOURS OF OPERATION. All exterior lighting shall be
      continuously operated each night from dusk until the later of midnight or
      one hour past the closing time of the facilities on a Building Site.

            5.    UNDERGROUND WIRING. All wiring for exterior lighting shall be
      installed underground.

      J.    SIGNS AND GRAPHICS. All signs, visible from the exterior of any
building, must be submitted to the Declarant in accordance with Section V. for
review approval prior to their installation, and shall be maintained in a safe
and presentable condition at all times, including the replacement of defective
parts, painting, reainting, cleaning and any other necessary maintenance acts.
The Declarant shall maintain and replace as necessary any signs identifying
"Libertyville Business Park", the location and design of which shall be
determined by the Declarant as approved by the Village. All signs must conform
with the standards set forth hereinafter, which standards may be subject to
change and amendment by the Declarant from time to time:

                                        8

<PAGE>

      1.    One (1) free-standing ground sign shall be allowed per Building
Site. If a Building Site fronts on two (2) or more public roads, then one (1)
free-standing ground sign shall be allowed on each street frontage, except that
no signs shall allowed (i) the berm parallel to Winchester Road, or (ii) on the
ground visible from U.S. Route 45.

      2.    Signs may be illuminated (internally or by direct ground-mounted
illumination) or non-illuminated.

      3.    The size, shape and color of the free-standing ground sign shall be
in aesthetic balance with itself, the size of the Building Site, the amount of
street frontage, the size and nature of the Improvements, and the surrounding
properties, as may be determined solely by the Declarant in a consistent and
uniform manner.

      4.    The height of the free-standing ground sign shall be predetermined
so that the centerline of the main panel is always at the optimum viewing height
for a person seated in an automobile.

      5.    A sign cannot be located in street rights-of-way, but can be located
in any front of side yard area that does not obstruct the sight lines at a
street or driveway intersection, as determined by the Village. Sign location
shall also not block or detract from adjacent property.

      6.    The base of the free-standing ground sign must be landscaped.

      7.    Only a corporate name, type of business, street address, logo, or
corporate graphics may appear on the free-standing ground sign.

      8.    Flashing, animated, moving, inappropriately colored, roof, canopy or
marquee signs are prohibited.

      9.    No off-premises signs are permitted within the Libertyville Business
Park.

      10.   Signs shall comply with all standards established by the Village.

      11.   Messages or symbols to inform, direct or control shall appear on
informational and directional signs, which shall be uniform as to material,
color and shape and harmonious with surroundings. Advertising shall be
prohibited on these signs. All lettering should be Helvetica Medium upper case
or lower case. These signs shall be low to the ground, small in size, and of a
number which are reasonably necessary for the purpose intended, as the Declarant
may determine, in an uniform and consistent manner.

                                        9
<PAGE>

            12. Multi-tenant buildings occupied by two or more Tenants shall
      meet the same standards for corporate identification signage and
      informational and directional signage as outlined hereinabove and below,
      with the following exceptions:

            a. An Owner of a multi-tenant building shall establish, subject to
            the approval of the Declarant, a Uniform Signage Package, which
            would be compatible and harmonious with the architectural scheme of
            the Real Estate and the Building Site, and also be in general
            compliance with the intent of the signage guidelines contained
            herein, but would also allow some minor variances to meet the unique
            needs of a multi-tenant facility.

            b. All signage in a multi-tenant property shall be uniform as to
            color of sign frame system, if any, shape, size and placement. The
            main panel of the property identity sign may be of uniform color and
            have standardized lettering, or may allow for individualized colors
            and corporate logos and graphics, subject to approval of the
            Declarant.

            13. A simple, single line sign with uniform lettering not to exceed
      five (5) inches in height may be affixed or placed on the exterior of a
      loading dock door or service area designating the name of the Party being
      serviced.

            14. All construction signs used for information purposes, signs for
      sale, lease and development, and subdivision signs shall be submitted for
      approval to the Declarant. All signs indicating the name of the general
      contractor, subcontractors, architects, engineers, financiers, or other
      individuals or corporations involved in the construction of a Building
      Site shall be located only on the applicable Building Site. For the
      purpose of identifying a specific construction site or project within
      Libertyville Business Park, the developer, Owner, or Tenant may erect one
      (1) four (4) feet x eight (8) feet single face, non-illuminated sign
      setting forth only the following: "Future facility for (name of Party)"
      and the Libertyville Business Park address. The Libertyville Business Park
      logo, if any, may also be incorporated into this sign. Construction
      signage shall be removed immediately following building completion. Lease
      and development signage shall be removed once all building(s) have been
      completed and are ninety (90) percent occupied as determined by square
      footage of the building(s).

            15. All signs shall be maintained by the Owner or the Tenant(s) in a
      safe and presentable condition at all times, including replacement of
      defective parts, painting, repainting, cleaning and any other necessary
      maintenance acts.

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<PAGE>

            16. The Declarant shall have the right to enter onto any Building
      Site to remove any sign erected without prior written approval, and the
      Owner and/or Tenant shall assume all costs and damages occasioned removal.

      K. SET BACKS. In Libertyville Business Park, minimum yard setbacks shall
be as provided in the Development Ordinance and Development Agreement.

      L. Village Approvals. The compliance by an Owner with any or all of the
provisions of this Section IV, or of any other section of this Declaration,
shall not excuse the Owner from complying with the Zoning Code, the Development
Agreement, the Development Ordinance or any other applicable ordinances,
statues, rules, regulations and requirements of the Village, County of Lake,
State of Illinois, United States, or any other governmental bodies having
jurisdiction over the Real Estate.

V. PLANS AND SPECIFICATIONS SUBMITTAL PROCEDURES.

      A. REQUIRED PROCEDURES. Prior to application to the Village to obtain the
various approval as may be required by the Village from time to time, the Owners
or their designated representatives must present their proposed Plans and
Specifications (as defined hereinafter) to the Declarant. Only after approval
by the Declarant as provided for herein, may the Owner commence the approval and
permit process with the Village.

      B. SUBMISSION OF DOCUMENTS. The Owners or their designated representatives
shall submit detailed information in writing regarding the proposed use of the
Building Site, copies of all permits and any accompanying correspondence,
erosion and sedimentation control plans, and other plans submitted for
governmental approval, and three (3) full sets of construction plans, drawings,
and specifications showing or stating all aspects of the exterior of the
proposed Improvements, site layout, landscaping and engineering of the proposed
Improvements, all hereinafter referred to as the "Plans and Specifications". The
Plans and Specifications shall include, without limitation, the following:

         1.    Location of all structures, easements, street rights-of-way,and
               setback lines;

         2.    Location of all walks, driveways and curb lines;

         3.    Layout and location of all parking areas, including location and
               dimensions of all spaces, circulation aisles, islands, and curbs;

         4.    Layout and location of all off-street loading areas including, as
               required, all necessary fencing or other screening;

                                       11
<PAGE>

            5.    Layout and location of all outside storage areas, including
                  identification and size of the material(s) to be stored and
                  location and dimensions of all fencing and screening;

            6.    All landscaping, including location, height, spread, type and
                  number of trees and shrubs and location and type of all ground
                  cover and lawn material;

            7.    Location, height, intensity and fixture type of all exterior
                  lighting;

            8.    Location, size and type of all pipes, lines, conduits and
                  appurtenant equipment and facilities for the transmission of
                  sanitary sewage, storm water, water electricity, gas,
                  telephone, steam and other utility services;

            9.    Location, size and type of all fencing;

            10.   Architectural floor plans showing building elevations (all
                  faces of the proposed improvements), and all other exterior
                  details of each building;

            11.   Building exterior material and color information, including
                  samples;

            12.   Temporary construction sign design;

            13.   Permanent sign and information and directional sign designs
                  (showing location, size, type and material and color
                  information);

            14.   Site coverage data and calculations, including finished
                  contour lines and spot elevations;

            15.   Parking data and calculations, including base data for
                  projected needs;

            16.   Site drainage data and calculations, including finished
                  contour lines and spot elevations;

            17.   Description of proposed use; and

            18.   A rendering of all proposed buildings.

      C.    SCALE AND DETAIL. All architectural plans and construction drawings
submitted shall be to a scale of not less than one (1) inch equal to sixteen
(16) feet. All site plans submitted shall to be a scale of not less that one (1)
inch equal to fifty (50) feet.

                                       12
<PAGE>

      D. NO USE PRIOR TO APPROVAL. No improvements, building, structure, or sign
of any kind shall be commenced, installed, erected, placed, assembled, altered,
moved onto or permitted to remain on any Building Site, unless and until the
Plans and Specifications have been submitted to, reviewed and approved in
writing by the Declarant in accordance with this Section V. No Building Site
Owner shall apply to any public authority for any construction or building
permits for any project before written approval of the Plans and Specifications
have been given by the Declarant.

      E. CHANGES. No construction or use that is inconsistent with, in addition
to or materially different from any previously approved Plans and Specifications
shall be commenced or permitted until final construction drawings and
specifications reflecting such change or addition has been approved in
accordance with this Section V.

      F. APPROVAL AND DISAPPROVAL.

         1.   STANDARDS. The Declarant shall have the right to disapprove any
      Plans and Specifications because they are not in accordance with the
      purposes set forth in Section III. and the requirements of Sections IV.
      and V. hereof, because they fail to meet or exceed architectural standards
      on and of the Real Estate, or because they fail to comply with any
      requirement of this Declaration or Libertyville Business Park signage
      standards or because they fail to include any information which is
      required by this Declaration or which reasonably may have been requested
      by the Declarant. The approval or disapproval of the Declarant pursuant to
      the general provisions of this Declaration shall not be deemed to be
      limited by reason of any specific illustrations or requirement set forth
      herein, but Declarant shall be the sole and exclusive judge, acting in
      accordance with the purposes set forth in Section III. hereof.

         2.   TIME FOR APPROVAL. The Declarant shall approve, disapprove or
      request any additions or supplemental information relating to any Plans
      and specifications within thirty (30) days after all Plans and
      Specifications (in the form and substance acceptable to the Declarant and
      in accordance with this Declaration) are submitted, unless during said
      thirty (30) day period, the Declarant determines that, as a result of the
      nature of the submittal or the issues raised thereby, an additional period
      of time is necessary, in which case the Declarant shall notify the Owner
      that an additional thirty (30) day period is required.

         3.   DECLARANT'S WAIVER DISCRETION. The Declarant may, in its sole
      discretion, waive any of the provisions of Section IV. or V. as it may
      pertain to a particular Owner or Building Site, except Section IV. L. and
      each Owner, Tenant or other occupant of any portion of the Real
      Estate hereby waives any claim or right for damages or liabilities of any
      kind from either or both of the Declarant or the Association which may
      result (or be claimed to result) from such determination or waiver, and
      neither the

                                       13
<PAGE>

      Declarant nor the Associations shall have any responsibility or liability
      for any claim for damages or liabilities which may result from such
      determination or waiver.

      G.    DECLARANT'S FEES. The Declarant shall be entitled to a reasonable
fee, not to exceed One Thousand Dollars ($1,000) per acre, in connection with
the approvals required under this Section V hereof, which fee shall be payable
to the Declarant at the time of submission of the Plans and Specifications for
approval. The per acre fee shall be subject to review and change by the
Declarant from time to time. The Declarant shall not be subject to review Plans
and Specifications until the Declarant receives the appropriate fee under this
Section V.G. Any fees that remain unpaid shall be collectible hereunder in the
same manner as a lien for charges under this Declaration. Neither the Declarant,
nor its agents, employees, successors or assigns shall be liable in damages to
any Owner or to any other Party submitting Plans and Specifications for approval
by reason of a mistake in judgement, negligence or nonfeasance arising out of or
in connection with the approval or disapproval or failure to approve an Plans
and Specifications. Every Party who submits Plans and Specifications to the
Declarant or Association for approval as herein provided agrees by submission of
the Plans and Specifications, and every Owner or party claiming by or through an
Owner agrees by acquiring title to any part of the Real Estate or any interest
in the Real Estate, that it will not bring any action or suit against the either
or both of the Association or the Declarant, or their agents, employees,
successors or assigns, to recover any said damages.

      H.    GRADING AND ENGINEERING PLANS. It is understood and agreed that all
grading and engineering plans submitted to the Declarant for approval shall be
prepared by a licenced engineer approved by the Declarant (which approval shall
not be unreasonably withheld) in order that said grading and engineering plans
will conform with the overall grading and engineering plans for Libertyville
Business Park. Notwithstanding Declarant's approval of such grading and
engineering plans, each Owner or Tenant of any portion of the Real Estate hereby
waives any claim or right for damages or liabilities from the Declarant which
may result from such approval and the Declarant shall have no responsibility or
liability for any claim for damages or liabilities which may result from such
approval.

      I.    APPLICATIONS TO VARY OR MODIFY VILLAGE ORDINANCE REQUIREMENTS. Prior
to an Owner applying to the Village for a variance, change or other modification
of any village Ordinance, the written approval of the Declarant, or the
Association as applicable, must be obtained. The approval of the Declarant, or
the Association as applicable, may be withheld in the Declarant's, or
Association's as applicable, sole and absolute discretion.

      J.    TRANSFER OF REVIEW RIGHTS TO ASSOCIATION. The Declarant's right to
approve or disapprove the Plans and Specifications may, at the Declarant's
election, be transferred to the Association or delegated to an agent of the
Declarant, all in accordance with the provisions of this Declaration.

                                       14
<PAGE>
VI.   OWNER'S MAINTENANCE AND LEASING OBLIGATIONS.

      A.    OWNER'S MAINTENANCE. Each Owner shall at all times maintain, repair,
replace and renew or cause to be maintained, repaired, replaced or renewed all
Improvements on its Building Site, so as to keep same in a clean, sightly, safe
and first-class condition consistent with its original intended appearance and
use (hereinafter referred to as the "Owner's Maintenance"). Owner's Maintenance
shall include, but shall not be limited to: the maintenance of all visible
exterior surfaces of all buildings and other Improvements; the prompt removal of
all paper, debris and refuse from all areas of its Building Site and all snow
and ice from paved areas; the operation, maintenance, repair, replacement and
removal of all Storm Water Facilities located on its Building Site; the repair,
replacement, cleaning and revamping of all signs and lighting fixtures; and the
mowing, watering, fertilizing, weeding, replanting and replacing of all
landscaping. All construction of Improvements shall be promptly commenced and
diligently pursued. The Owner of any Building Site under construction shall, at
all times, keep public streets used by such Owner or its contractors, agents or
employees in connection with said construction and Building Site free from any
dirt, mud, garbage, trash or other debris which might be occasioned by said
construction.

      B.    DAMAGE TO IMPROVEMENTS. If any Improvements are damaged or
destroyed, the Owner shall, as quickly as is reasonably practicable (but in no
event more than twelve (12) months after the date of the casualty), restore said
Improvements to the condition existing prior to such damage or destruction or,
in the alternative, raze and remove said Improvements and landscape the Building
Site pursuant to a landscaping plan approved as provided in Section V. hereof.

      C.    LANDSCAPE VACANT BUILDING SITE. If the Owner does not commence
construction of the Improvements upon the Building Site within twelve (12)
months of the date of the recording of a Deed to an Owner other than Declarant,
the Owner shall landscape the Building Site with no less than an appropriate
ground cover, such as field grass or sod, and thereafter maintain such ground
cover in a clean, neat and safe condition, keeping it mowed at a height not to
exceed four (4) inches until the commencement of construction of the
Improvements. The aforesaid twelve (12) month period may be extended with the
written approval of the Declarant.

      D.    RIGHT TO PERFORM OWNER'S MAINTENANCE. If an Owner shall fail to
perform Owner's Maintenance as aforesaid, or the landscaping work in accordance
with the provisions hereof, the Declarant may (but shall be under no obligation
to, unless required by the Village) give written notice to the Owner specifying
the manner in which the Owner has failed to so perform. If such failure has not
been corrected within ten(10) days after such notice, or if such work, if it
cannot be completed within said ten(10) day period, has not been commenced
within said period and thereafter diligently completed, the Declarant may (but
shall be under no obligation to, unless required by the Village) enter upon the
Building Site and perform said work. If the Declarant performs (or causes to be
performed) any such work, the Declarant shall not be

                                       15
<PAGE>


liable or responsible to the Owner or any other Owner for any losses or damages
thereby sustained by the Owner or any other Owner, or anyone claiming by or
under same, except for gross negligence or willful and wanton acts by the
Declarant. The responsible Owner shall be liable for the cost of such work and
shall promptly reimburse the Declarant for said cost, together with interest
calculated from the date of expenditure until repayment, at the Default Interest
Rate. If the Owner shall fail to reimburse the Declarant within thirty (30) days
after receipt of a statement for said work from the Declarant, then said
indebtedness shall be a debt of the Owner, and shall constitute a lien against
that Building Site on which said work was performed. Said lien shall have the
same attributes as a lien for charges as set forth in Section VIII.C.5 hereof,
and the Declarant shall have identical powers and rights in all respects,
including but not limited to the right of foreclosure.

      E. MAINTENANCE EASEMENT. The Declarant hereby reserves, for itself and for
its designees or employees, and for the Association, the free and unrestricted
right, license and privilege to have free and unrestricted access upon and
across Libertyville Business Park and each Building Site, and, upon reasonable
notice, and Improvements thereon, for the purpose of performing any work the
Declarant shall have the right to perform pursuant to the provisions of this
Declaration, including but not limited to the performance of Owner's Maintenance
which an Owner fails to perform. Each Owner, Tenant, subtenant or mortgagee, of
any Building Site, by accepting title thereto or an estate therein, shall be
deemed to have consented to the foregoing reservations and to have granted the
foregoing rights. The Declarant and Association shall use all reasonable efforts
to avoid interfering with the normal business operations of anyone occupying
said Building Site.

      F. LEASING. All leases for Tenants of any Real Estate or Improvements
within the Libertyville Business Park shall be in writing and specifically
require the Tenants to comply with all requirements of this Declaration and any
By-Laws of the Association as such may be amended or supplemented. Any such
provisions in leases shall not, however, operate in any manner or fashion to
relieve the Owner from its responsibilities under this Declaration or any such
By-Laws as amended or supplemented.

VII. ASSOCIATION IMPROVEMENTS AND MAINTENANCE. In addition to other duties and
responsibilities which may be stated elsewhere in this Declaration, the
Association shall be responsible for the following:

      A. GENERAL COMMON PROPERTY.

            1. CONVEYANCE. Upon the establishment of the Association, the
      Declarant shall convey to the Association all of its right, title and
      interest to the Detention Ponds by trustee's deed; transfer to the
      Association by bill of sale all personally consisting of utility
      facilities owned by Declarant; and assign to the Association any or all of
      its obligations for the performance of installation and/or maintenance of
      the Common Property and Storm Water Facilities, as defined herein.

                                       16
<PAGE>

            2. MAINTENANCE. It is recognized and understood that both the Common
      Property and the berms (and associated landscaping) along Winchester Road
      and U.S. Route 45 (collectively the "Berms") serve important functional
      and aesthetic purposes, and that their repair and maintenance are of vital
      concern to all Parties having an interest in Libertyville Business Park.
      In order to ensure that the Common Property is in good order and
      condition, is sightly and well kept, and complies with all applicable
      governmental regulations, the Declarant (and the Association after it is
      formed and the conveyances described in part VII.A.1. of this Section,
      above, are made) shall:

                  a. be responsible for the continuity, care conservation,
            preservation, operation and maintenance of the Common Property in a
            first rate condition and in accordance with predetermined standards,
            and shall regularly and systematically perform the maintenance,
            repair and replacement of any and all parts or portions of the
            Common Property and facilities to function as originally designed;

                  b. assume all obligations of any easement agreements between
            the Declarant's predecessors and the Village including, without
            limitation, the Village Storm Water Easement, Restrictive Covenant
            and Maintenance Agreement dated October 7, 1994.

            In addition, without limitation, all wetlands located in the
      Libertyville Business Park shall be included in the Common Property and
      shall be maintained, preserved or mitigated by the Declarant (and the
      Association after it is formed and the conveyances described in part
      VII.A.1. of this Section, above, are made) in accordance with the
      requirements of the Development Agreement, the U.S. Army Corps of
      Engineers and/or the Illinois Department of Transportation Division of
      Water Resources. No modifications shall be made to the wetlands, nor shall
      any modifications be made to the existing contours and grades of the
      Benefitted Territory so as to interfere with the wetlands without all
      applicable governmental approvals.

            Finally, the Declarant (and the Association after it is formed and
      the conveyances described in part VII.A.1. of this Section, above, are
      made) may (but shall not be obligated to) maintain, repair and replace the
      Berms, including the landscaping thereon, and the landscaping immediately
      surrounding the Detention Ponds. In such event, the cost of such
      maintenance, repair and replacement work may (in the Declarant's
      discretion) be either assumed by the Association and charged to all
      Association members, or billed back to the applicable Owners and not
      charged to the Association at large. In the event the Declarant or the
      Association, as the case may be, does not assume the obligations to
      maintain, repair and replace the Berms, such maintenance, repair and
      replacement shall be included as part of Owner's Maintenance pursuant to
      Section VI.A of this Declaration.

                                       17
<PAGE>


      B. STORM WATER FACILITIES.

            1. EASEMENTS. Easements for the east Detention Pond have been
      declared upon those portions of the Real Estate which are designated as
      Outlot B. It is understood that any such retention and/or detention areas
      may, in the future, be reshaped, altered, or relocated within the
      aforementioned easements, or within new easements, to meet required
      government standards or engineering requirements, but no such reshaping,
      alteration, or relocation shall be made without the prior approval of all
      applicable governmental authorities. For the benefit of the Village and
      for the benefit or all owners of property lying within the course of
      natural drainage or connected to or protected by the storm water
      retention, detention or drainage easements and facilities within the Real
      Estate, whether or not such benefitted property is located within the Real
      Estate, no modification shall be made to the design or operation of the
      storm water retention, detention or drainage facilities or to the existing
      contours or grades of the storm water retention, detention or drainage
      easements, nor shall any modifications be made to the existing contours
      and grades of the Real Estate so as to interfere with the proper operation
      and maintenance of the storm water retention, detention or drainage
      facilities without the specific written consent of the Village.

            2. MAINTENANCE OF STORM WATER FACILITIES. It is recognized and
      understood that the Storm Water Facilities serve both important functional
      and aesthetic purposes, and that their repair and maintenance are of vital
      concern to all parties having an interest in the Libertyville Business
      Park. In order to ensure that the Storm Water Facilities are in good
      working order, are slightly and well kept, and comply with applicable
      governmental regulations, the Storm Water Facilities are to be considered
      Common Property and the responsibility for their maintenance and repair,
      including the cost thereof, shall be that of the Association. Where
      necessary or desirable, but not without the consent of the Village, the
      delineation of the Storm Water Facilities may be adjusted in location of
      the Improvements and, where feasible and practical, a physical demarcation
      should be utilized in order to facilitate recognition of the Storm Water
      Facilities. In addition to the Declarant's or the Association's
      obligations pursuant to Section VII.A of this Declaration, (i) the Owners
      of each Building Site shall be responsible for the maintenance, including
      the cost thereof, of plantings located adjacent to the eastern most
      Detention Pond in the Libertyville Business Park and on the Owner's
      Building Site; and (ii) areas designated as Outlot A and Outlot B on the
      Libertyville Business Park Plat of Subdivision and located adjacent to a
      Building Site shall be maintained by the Owner thereof (said maintenance
      shall include, but shall not be limited to, keeping the Detention Pond
      and/or Storm Water Facilities clear of debris and other accumulations,
      insuring that the flow of storm water is not blocked or hindered, and
      maintaining the Detention Pond and/or and Storm Water Facilities in
      accordance with the landscape plan for the Building Site).

            3. IMPAIRMENT. It is understood that no Owner, by either act or
      omission, shall do or refrain from doing any act the effect of which will
      impair the function and/or

                                       18
<PAGE>

      aesthetics of the Storm Water Facilities, Detention Ponds or any
      appurtenances utilized in connection therewith. Where as a result of the
      act or omission of an Owner, its agents, invitees, contractors,
      subcontractors, or employees, an extraordinary expense is incurred by the
      Association with regard to the repair or maintenance of the Storm Water
      Facilities or Detention Ponds, such expense shall be due and payable by
      the party so charged upon demand by the Association therefor, the unpaid
      portion of which shall accrue interest at the Default Interest Rate, and
      shall be a lien in the same manner as provided hereinafter in Section
      VIII.C.5.

      C.    U.S. ROUTE 45 TRAFFIC SIGNAL

            1.    The Association shall install a traffic signal at the U.S.
      Route 45 entrance to the Libertyville Business Park not later than 180
      days after:

                  a.    that portion of U.S.Route 45 adjacent to the
                        Libertyville Business Park is widened;

                  b.    fifty (50%) percent of the property in the Libertyville
                        Business Park is developed;

                  c.    the Village or the Illinois Department of Transportation
                        requests such signalization; and

                  d.    the Illinois Department of Transportation approves the
                        installation of the traffic signal.

            2.    All costs and expenses associated with the installation of the
      traffic signal shall be the obligation of the Association. Such costs and
      expenses shall be levied as an assessment by the Association on the Owners
      and shall be payable by the Owners in the same manner as other assessments
      provided for in this Declaration. The Declarant and/or Association shall
      be entitled to enforce collection of such assessment through all methods
      provided for in this Declaration including the placement of a lien against
      an Owner's property for non-payment. Notwithstanding the foregoing,
      nothing contained herein shall preclude the Declarant from collecting (or
      seeking collection) from the owner(s) of other realty served by such
      traffic signal of their proportionate share of the cost of such signal.

      D.    MASS TRANSIT FACILITIES. All costs and expenses associated with the
installation and maintenance of any facilities for the loading or unloading of
mass transit passengers (including, without limitation, bus shelters) and which
are located within the Libertyville Business Park and designed to service two or
more Building Sites shall be the responsibility and obligation of the
Association. Such costs and expenses shall be levied as an assessment by the
Association on the Owners and shall be payable by the Owners in the same manner
as other assessments provided for in this Declaration. The Declarant and/or
Association

                                       19
<PAGE>

shall be entitled to enforce collection of such assessment through all methods
provided for in this Declaration including the placement of a lien against an
Owner's property for non-payment. Additionally, the Declarant shall have the
right to install shelters and other facilities related to the loading or
unloading of mass transit passengers in any Building Site without cost or
charge.

      E.    RECAPTURE OF INSTALLATION COSTS. If the installation of the U.S.
Route 45 Traffic Signal and/or the Mass Transit Facilities occurs prior to the
Declarant's sale or individual development of all of the Building Sites, then
the prorata share of the costs and expenses of the installations for each
subsequently sold or developed Building Site shall be assessed against such
Building Site and Building Site Owner when such Building Site is subsequently
sold or developed.

      F.    VILLAGE RIGHT TO MAINTAIN. The Village shall have the right, but not
the obligation, after 10 days' written notice to the Association, or the
Declarant, or the Owner, as the case may be, to perform any maintenance, repair
or replacement work that, in the reasonable opinion of the Village, the
Association, or the Declarant, or the Owner, as the case may be, has neglected
to perform on all or any portion of the Common Property or facilities, or the
Berms, to assess the membership of such Association for such work or to charge
the Declarant or Owner for such work, as the case may be, together with interest
and the cost of collection, including legal fees and administrative expenses, to
file a lien against all or portions of the Real Estate in which the Owner,
Declarant, or Association retains any legal, equitable or contractual interest
for failure to pay any amount so charged, as the case may be, which lien shall
be subordinate to any pre-existing mortgage recorded against such interest, and
to foreclose such lien in the same manner as provided for statutory mortgage
liens.

VIII. ASSOCIATION ADMINISTRATION

      A.    CREATION

            1.    GENERALLY. Declarant shall, as soon as practical after the
      effective date of this Declaration, but in any event prior to any sale,
      assignment or other conveyance of any portion of the Real Estate to any
      third person other than to the Village or any other governmental body,
      cause the Association to be created and convey to the Association the real
      estate and personalty to be conveyed to the Association as provided
      herein.

      B.    AUTHORITY

            1.    INITIAL CONTROL. Until Declarant owns less than fifty percent
      (50%) of the Real Estate comprising the lots (other than Outlot A and
      Outlot B) depicted on the Final Plat of Subdivision, or sooner if the
      Declarant so elects, the Declarant may retain (by proxy, voting trust, or
      otherwise) all of the voting rights of all of the Members of the
      Association other than Declarant. After Declarant owns less than fifty
      percent (50%) of

                                       20
<PAGE>

the Real Estate comprising the lots (other than Outlot A and Outlot B) depicted
on the Final Plat of Subdivision, or sooner if the Declarant so elects,
Declarant shall transfer control to the Association in accordance with the
provisions of this Section VIII. Until the Declarant transfers control to the
Association, the Association shall have one director, who shall be a person
designated by Declarant. Thereafter, the Association shall have no less than a
three (3) member and no more than a five (5) member Board of Directors, with
each individual member hereinafter referred to as "Director", and two or more
members hereinafter referred to as "Directors." At the time of the Declarant's
transfer of control of the Association, the Association shall take over the
control of and assume all the duties and the obligations of the Declarant, all
as provided for herein.

      2.    BY-LAWS. The Board of Directors shall establish appropriate By-Laws
for the Association which shall be consistent with this Declaration, and
substantially in accordance with the following provisions:

            a.    DIRECTORS. Only the Declarant may have more than one employee,
      agent or other person affiliated with an Owner as a member of the Board of
      Directors at any one time unless approved by the unanimous vote of all
      members of the Association. Except as specifically provided in this
      Declaration, when this Declaration requires the approval of the
      Association, such approval shall be the approval of a majority of the
      Board of Directors or the Officer to whom the Board of Directors has
      delegated such responsibility.

                  (1)   NUMBER OF DIRECTORS AND QUORUM. The number of Directors
            shall always be an odd number and shall be based on the number of
            Building Sites which have been declared within Libertyville Business
            Park as follows:

                        (a)   Less than eleven Building Sites - three Directors;

                        (b)   Twelve or more Building Sites - five Directors.

                  The Board of Directors shall not be increased in number of
            Directors, if required, until the next annual meeting of Association
            members following the recording of the Building Site Declaration for
            the Building Site which caused the total Building Sites to increase
            to a number requiring a change in the number of Directors. Fifty-one
            (51%) percent of the Directors shall constitute a quorum to conduct
            any business of the Association.

                  (2)   TERM OF OFFICE. The term of office for each Director
            shall be one (1) year or until their successors are duly elected and
            qualified. The Directors shall be elected by a majority vote of the
            Members (as provided in subsection VIII.B.2.e. below).

                                       21
<PAGE>

            (3) INITIAL MEETING OF DIRECTORS. The initially designated members
      of the Board of Directors shall meet at a date agreed upon by the board
      members which is no later than the end of the first full calendar month
      following their designation by the Declarant. At the first meeting, the
      Board of Directors shall elect officers, determine the initial Assessments
      to be levied against the Owners, if any, arrange for the Association's
      compliance with the terms of this Declaration and carry on such other
      business as may be appropriate. The Board of Directors shall be
      responsible for determining the By-Laws of the Association if such By-Laws
      have not previously been established by the Declarant prior to the
      designation of the initial Directors. Notice of meetings, initial and
      annual, shall be given to each member of the Board of Directors no more
      than thirty (30) days and no less than ten (10) days prior to each
      meeting, unless such notice shall be waived in writing by all such
      Directors.

            (4) ANNUAL MEETINGS OF DIRECTORS. Following the initial meeting of
      the Board of Directors, the Board of Directors shall thereafter meet
      annually to discuss the business of the Association and to monitor
      compliance with the Declaration and By-Laws of the Association. Such
      meetings shall be held yearly on a date which is within thirty (30) days
      of the initial annual meeting of the Board of Directors and shall follow
      the annual meeting of members of the Association.

            (5) SPECIAL MEETINGS. Any two (2) Directors may jointly call a
      special meeting of the Board of Directors upon written notice, within the
      time requirements for notices of Board of Director meetings, provided such
      notice specifies the subject matter to be discussed as such special
      meeting.

      b. OFFICERS. The Board of Directors shall elect such persons as the Board
of Directors determines, to be officers of the Association, including a
President, Treasurer and Secretary. Such officers shall be elected for two (2)
year periods and may be removed at the discretion of the Board of Directors.
Such officers shall have the powers and duties as assigned to them in the
By-Laws or by the Directors of the Association. An officer need not be a member
of the Board of Directors but shall be either a representative of Owner, the
Declarant or a Tenant of the Libertyville Business Park, Notwithstanding
anything to the contrary contained herein, prior to Declarant transferring
control of the Association as provided in paragraph B(1) of this section, above,
a single person may concurrently hold the positions of President, Secretary and
Treasurer of the Association (unless otherwise provided by the Illinois
not-for-profit corporation act).

                                       22
<PAGE>

            c. ASSOCIATION AS OWNER OF LAND. The Association shall have the
      right to accept and convey title in fee simple any realty comprising
      Common Property or other real property located within Libertyville
      Business Park or contiguous, adjoining or adjacent to Libertyville
      Business Park which is not owned by the Owners or any Other Party.

            d. OBLIGATIONS AND POWERS. The Declarant and/or the Association
      shall: (i) provide for the enforcement of this Declaration; (ii) establish
      policies and procedures for the review and approval of Plans and
      Specifications as required by this Declaration; (iii) have the right to
      provide for any Improvements or for the maintenance of any Improvements
      which it reasonably deems necessary or desirable in accordance with this
      Declaration; (vi) pay for and carry liability insurance and other forms of
      insurance on the Common Property; (vii) establish ad-hoc and/or standing
      committees to carry out those functions and responsibilities as may be
      determined by the Board of Directors; and (viii) have the power to own
      personal property, formulate additional regulations, and to make or grant
      such variances and exceptions from the provisions of this Declaration
      which it deems consistent with the basic objective of Libertyville
      Business Park. The Association will hold title to, pay real estate taxes
      and other taxes on the Common Property, and maintain those areas of
      Libertyville Business Park which are established for the common benefit of
      all Owners of land within Libertyville Business Park, including, without
      limitation, all Common Property, all entrances to Libertyville Business
      Park and other landscape features not maintained by the Owners, all of
      which are hereby specifically authorized. In addition to the foregoing,
      the Association and/or the Declarant shall, prior to the acceptance of
      dedication from time to time by the appropriate governmental body or
      public authority or utility of all or any part or parts of public street
      rights-of-way within Libertyville Business Park, street lighting, water
      and sanitary sewer lines, and other utility facilities in Libertyville
      Business Park, be responsible for the maintenance and repair of said
      Improvements, including the maintenance of all landscaping and the removal
      of snow, from the improved undedicated public street rights-of-way within
      Libertyville Business Park. The Declarant and/or the Association shall
      also have the express power to dedicate the aforesaid Improvements and
      facilities to any governmental authority.

            e. MEMBERSHIP. Upon formation of the Association, each Owner of a
      Building Site shall be a member of the Association and each purchaser of a
      Building Site by acceptance of conveyance thereof, covenants, and agrees
      to become a member of the Association. Each Owner shall designate a
      natural person as its representative in all matters involving the
      Association. Membership in the Association shall automatically terminate
      upon the sale, transfer, or other disposition of a member's ownership in a
      Building Site, at which time the new Owner of such interest shall
      automatically become a member of the Association.

                                       23
<PAGE>

      No member shall have any right or power to disclaim, terminate, or
      withdraw from membership in the Association or from any of its obligations
      as a member by non-use of the Common Property of otherwise.

                  (1) VOTING RIGHTS: The Association shall have two(2) classes
            of voting membership.

                        (a) CLASS A. Class A members shall be all those who own
                  Building Sites within Libertyville Business Park, except the
                  Declarant. Each Class A. member shall be entitled to one (1)
                  vote for each forty thousand(40,000) square feet of the Real
                  Estate that said member owns within Libertyville Business
                  Park. Fractional votes shall be determined by rounding the
                  remainders to the nearest ten thousand (10,000) square feet
                  and dividing the rounded number by forty thousand (40,000)
                  (thus, votes shall be cast only in fractions divisible by
                  .25). Where more than one Party holds the particular interest
                  or interests, the vote for such square footage shall be
                  exercised as said Parties determine among themselves, but in
                  no event shall more than one(1) vote be cast with respect to
                  any forty thousand (40,000) square feet or part thereof as
                  aforesaid.

                        (b) CLASS B. The Class B voting member shall be the
                  Declarant. The Class B voting member shall be entitled to
                  three (3) votes for each forty thousand (40,000) square feet
                  of Property that the Declarant owns within Libertyville
                  Business Park. Fractional votes for the Class B voting member
                  shall be computed in the same manner as provided hereinabove
                  for the Class A members.

                        (c) VOTING. The cumulation of Class A votes and Class B
                  votes shall be the total votes available to be cast in any
                  matter or election where a vote of the members of the
                  Association is necessary or required.

                        (d) ASSESSMENTS. Notwithstanding anything to the
                  contrary in this declaration, the By-Laws of the Association
                  shall expressly provide that all resolutions regarding
                  declaring special or regular assessments, or increasing or
                  decreasing special or regular assessments, shall be by a vote
                  of a simple majority of the Members.

                        (e) MISCELLANEOUS. Notwithstanding anything to the
                  contrary in this Declaration, amendments to this

                                       24
<PAGE>

                  Subsection VIII.B.2.e(1) shall only be effective upon the
                  unanimous written consent of all Class A voting members and
                  all Class B voting members; provided, however, that in no
                  event shall the By-Laws be amended to increase the Membership
                  vote required pursuant to Subsections VIII.B.2.e(1)(d).

                  (2) ANNUAL MEETINGS. The members of the Association shall meet
            annually at a date and time established by the Board of Directors at
            the initial meeting of the Board of Directors. The Board of
            Directors shall be responsible for sending written notice of such
            meetings to all Owners. Such notice shall be sent no more than
            thirty (30) days and no less than ten (10) days prior to each
            meeting, unless such notice shall be waived in writing by all Owners
            entitled to notice. At the annual meetings, the Owners shall discuss
            and vote upon the election of directors and such other business as
            provided by this Declaration.

                  (3) SPECIAL MEETINGS. Any Owners holding at least twenty (20%)
            percent of the votes entitled to vote at the most recent annual
            meeting, may jointly call a special meeting of the Owners upon
            written notice, within the time requirements for notices of Annual
            Meetings of Owners, provided such notice specifies the subject
            matter to be discussed as such special meeting.

                  (4) QUORUM. A Quorum of members for any meeting shall exist
            when the holders of no less than thirty (30%) percent of the Class A
            votes are presents, in person or by proxy, and when the Declarant is
            present (but only if the Declarant is entitled to vote any Class B
            votes.

      C. LEVYING OF ASSESSMENTS.

            1. AUTHORITY. The Declarant and/or the Association shall have the
      power to levy general and special assessments and charges upon and against
      the Owners of the Building Sites, the Real Estate and any portion thereof
      in Libertyville Business Park for the purpose of carrying out the
      obligations, duties and powers herein set forth, including any legal and
      other costs incurred in enforcing this Declaration in accordance with
      the terms hereof. Specifically, such funds received from such assessments
      or charges shall be expended by the Declarant or the Association for: (i)
      providing for, and the maintenance and operation of the Common Property,
      including, without limitation: entrances, street rights-of-way, pathways,
      recreational facilities, directional and information signs, signs
      identifying Libertyville Business Park, public area lighting, park area,
      wetlands, storm sewers, sanitary sewer lift station, detention and
      retention areas, street medians, drainage, and any other Improvements
      relating to the enhancement of the overall quality of Libertyville
      Business Park: (ii) the payment of real estate taxes on the

                                       25
<PAGE>

      Common Property (if any); (iii) providing for the administration and
      enforcement of this Declaration, including reasonable administrative staff
      requirements and expenses; and (iv) fulfilling any of the obligations of
      the Association and the Declarant hereunder. Each Owner of a Building Site
      by the acceptance of the Deed for said Building Site, whether or not such
      obligation be so expressed in any such deed or other conveyance, for each
      Building Site owned by each Owner, together with the Declarant, hereby
      covenants and agrees and shall be deemed to have covenanted and agreed to
      pay to the Association and/or the Declarant, as the case may be, all
      assessments and charges as are levied pursuant to the provisions of this
      Declaration. All assessments and charges, together with interest thereon
      at the Default Interest Rate if not paid when due, and the costs of
      collection, if any, including attorneys' fees, as herein provided, shall
      be charged as a continuing lien upon the Building Site against which each
      such charge is made. Each such assessment or charge as aforesaid, together
      with interest and costs thereon, shall, in addition, be the personal
      obligation of the Owner of such Building Site at the time the assessment
      or charge is levied by the Declarant or the Association. The Declarant, to
      the extent that it owns any part of the Real Estate, shall be deemed
      subject to the provisions of this Section VIII.C.1.

            2. PROCEDURES. Commencing with the first fiscal year and for each
      year thereafter, the Association or the Declarant shall estimate in
      writing its costs of operation for the coming year and same shall be
      assessed and paid no more frequently than quarterly in advance by each
      Owner or as the Declarant or the Association shall otherwise direct. Such
      assessment shall take into consideration the cost of and reserves for any
      contemplated repair, replacements, or renewal of a specified Improvement
      upon the Common Property or the personal property and facilities
      maintained by the Declarant or the Association. If the assessment proves
      inadequate for any reason (including non-payment of any Owner's
      assessment) or proves to exceed funds reasonably needed, then the
      Declarant or the Association may increase or decrease the assessments
      payable hereunder by giving written notice thereof (together with a
      revised estimate) to each Owner not less than ten (10) days prior to the
      effective due date for the payment of the revised assessment. At least
      once each year, the Declarant or the Association shall deliver to each
      Owner a statement of actual costs for the prior year along with a
      reconciliation of estimated assessments with actual costs and reserves.
      The Association shall have the power to levy additional assessments as
      provided in the By-Laws of the Association. Each Owner shall be assessed
      for a prorata share of all assessments, such share to be determined by a
      fraction, the numerator of which is the number of total square feet of the
      Real Estate owned by the Owner, and the denominator of which is the number
      of total square feet of land contained in the entire Real Estate, less any
      portion of the Real Estate which is dedicated to a governmental body
      (included but not limited to the Village) or the Association and/or any
      Common Property.Any Owner shall have the right to examine the Declarant's
      or the Association's records relative to any assessments, provided that
      reasonable notice is first given and provided that said Owner bears all
      costs of said examination.

                                       26
<PAGE>

            3. NOTICE OF ASSESSMENT. Notice of each assessment shall be given by
      sending a written notice by postage prepaid United States mail addressed
      to the last known or usual post office address of the Owner of any
      Building Site or by posting a brief notice of the assessment upon the
      Building Site itself.

            4. NONPAYMENT OF ASSESSMENT. Any assessments or charges which are
      not paid within thirty (30) days after its due date shall be delinquent.
      All delinquent assessments or charges shall bear interest at the Default
      Interest Rate.

            5. LIEN. To evidence a lien on a Building Site which is delinquent
      in the payment of an assessment or a charge, the Declarant shall prepare a
      written notice of assessment lien setting forth the amount of the unpaid
      indebtedness, the name of the Owner of said Building Site subject to such
      lien and a legal description of said Building Site (hereinafter referred
      to as the "Notice"). The Notice shall be signed by one of the officers of
      the Declarant or the Association and shall be recorded in the Office of
      the Recorder of Deeds of Lake County, Illinois. Such lien for payment of
      charges shall attach to the affected Building Site after recording the
      Notice and may be enforced by all available legal methods of collection
      including, but not limited to, the foreclosure of such lien by the
      Declarant in like manner as a mortgage on real property, or the Declarant
      or the Association may institute suit against the Owner obligated to pay
      the assessment and/or for the foreclosure of the aforesaid lien
      judicially. In any foreclosure proceeding, whether judicial or not
      judicial, the owner shall be required to pay the costs, expenses, and
      reasonable attorneys' fees incurred in connection therewith. The Declarant
      or the Association shall have the power to bid on such Building Site at
      foreclosure or other legal sale and to acquire, hold, lease, mortgage,
      convey or otherwise deal with the same. Upon the written request for any
      mortagagee holding a prior lien on any part of the Building Site, the
      Declarant or the Association shall report to said mortagagee any unpaid
      charges or assessments remaining unpaid for longer than sixty (60) days
      after the same are due.

            6. SUBORDINATION OF LIEN TO PRIOR ENCUMBRANCES. The recorded Notice
      evidencing the lien for any assessments or charge provided in this
      Declaration shall be superior to all other liens, encumbrances and charges
      against the Building Site, except only as against previously recorded
      lien, or for liens securing payment of taxes, special assessments and
      special taxes heretofore or hereafter levied by any political subdivision
      or municipal corporation or any state or federal taxes which by law are a
      lien against the interest of any such Owner prior to pre-existing recorded
      encumbrances; and provided further, that said recorded Notice evidencing
      said assessment lien shall be subordinate to the lien of a recorded bona
      fide and primary security device, including a first mortgage, first trust
      deed or sale and lease back encumbering said Building Site, except of such
      amounts which become due and payable from and after the date on which the
      holder of such security device either: (i) takes possession of said
      Building Site; or (ii) accepts a conveyance of any interest therein other
      than as security: or (iii) files suit to foreclose its security device.
      The Declarant or the Association shall

                                       27
<PAGE>

      have the power to subordinate the aforesaid lien to any other lien. Such
      power shall be entirely discretionary with the Declarant or the
      Association. A transfer of title shall not relieve the Building Site from
      the lien for any assessments or charges thereafter becoming due nor from
      the lien of any subsequent assessments or charges.

            7.    EXEMPT PROPERTY. All parts of Libertyville Business Park
      dedicated to and accepted by the Village or any other public authority, or
      owned by the Association as Common Property, shall be exempt from
      assessments, charges, and liens created under this Declaration.

      D.    ENFORCEMENT. This Declaration shall operate as a covenant running
with the land, and all provisions hereof shall be enforceable by the Declarant,
the Association, and every Owner by a proper proceeding, either in equity or at
law. In addition, the Village shall have the rights, but not the obligation, to
enforce this Declaration in the same manner and subject to the same terms and
conditions as set forth below for the Declarant and the Association. The
Declarant and the Association shall have the right to sue for and obtain an
injunction, prohibitive or mandatory, to prevent the breach of or to enforce the
observance of the convents, conditions, easements, charges, liens, assessments,
restrictions, and/or reservations herein set forth, but the failure of the
Declarant or the Association to enforce any of the convents, conditions
easements, charges, liens, assessments, restriction, and/or reservations herein
set forth, at the time of any violation, shall not be deemed to be a waiver of
the rights of the Declarant or the Association to do so as to such violation or
any subsequent violation. This Declaration may also be enforced by: (i) suit to
recover damages; (ii) suit to enforce a lien against the Owners's Building Site;
or (iii) any other available remedy at law or equity. Further, the Declarant and
the Association are each empowered to take all immediate action it deems
necessary, at the cost and expense of any Building Site Owner, to correct any
violation of this Declaration relating to said Building Site, including without
limitation the power to exercise the right, license, and permission to enter
upon any Building Site with personnel, equipments, materials and other necessary
articles, all without being guilty of trespass and without being subject to any
liability or damages, to complete any work necessary to correct any violation of
this Declaration. In the event that the Declarant or the Association deems it
necessary to secure the services of an attorney to enforce any provision of this
Declaration, the fee of such attorney and all other costs connected with the
contemplated or actual legal work or proceedings shall be paid by the Owner of
the Building Site which is the subject of the work or proceedings. Written
notice of such costs shall be given to the Building Site Owner and such costs
shall be reimbursed by the Building Site Owner with ten (10) days after the date
of such notice. If such costs remain unpaid, they shall be considered delinquent
and shall constitute a lien upon the Building Site.

                                       28
<PAGE>


IX.   TRAFFIC MITIGATION

      A. LIBERTYVILLE BUSINESS PARK TRAFFIC MANAGEMENT ASSOCIATION

            1. Each Owner and Tenant in the Libertyville Business Park shall be
      member of the Libertyville Business Park Traffic Management Association
      ("Traffic Management Association"). The purpose of the Traffic Management
      Association shall be to foster the development of facilities and programs
      designed to reduce and accommodate vehicular traffic generated by the
      operations of the Owners and Tenants of the Libertyville Business Park and
      to reduce the tendency and accommodate the flow of such traffic during the
      hours of peak traffic volumes on adjacent and affected roads in the
      Village.

            2. The Traffic Management Association shall use all reasonable, good
      faith efforts to encourage the federal Urban Mass Transportation
      Administration, the Illinois Department of Transportation, the Regional
      Transportation Authority and its Suburban Bus Division ("Pace") to
      establish and provide the funding necessary to equip and operate
      convenient and efficient public bus service to and through the
      Libertyville Business Park.

            3. The Traffic Management Association shall audit and monitor
      traffic condition and compliance with, and the effectiveness of, the
      Traffic Management Plan approved by the Village for the Libertyville
      Business Park. A copy of the Traffic Management Plan for Libertyville
      Business Park is attached hereto as Exhibit "B".

            4. The Traffic Management Association shall assign a duly authorized
      representative to  report to, and meet on a regular basis as a member of,
      the advisory panel of Village Officials, residents and representatives of
      other relevant public agencies as may be established and/or sanctioned by
      the Village Board of Trustees for such purpose.

      B. TRAFFIC RESTRICTIONS Right turns onto Winchester Road from Technology
Way shall be prohibited for all truck traffic serving the Owners and Tenants of
the Libertyville Business Park at all times and shall be prohibited for all
traffic between the hours of 9:00 p.m. and 5:00 a.m. Left turns from Winchester
Road to Technology Way shall be prohibited for all truck traffic serving the
Owners and Tenants of the Libertyville Business Park.

X. ADDITIONAL LAND.

      The Declarant, from time to time and at any time before and after it has
conveyed all of Libertyville Business Park, shall have the right to render other
real estate that is adjoining or adjacent to Libertyville Business Park or to
any other real estate not then subject and subservient to this Declaration,
subject and subservient to this Declaration by executing and recording a
supplement to this Declaration containing: (i) a legal description of the real
estate to be added; (ii) a statement that the declarant is the record owner  in
fee simple of such real estate, or in lien

                                       29
<PAGE>

thereof, a statement that all other persons, firms, corporations or other
entitles having an interest is said real estate have joined in said supplement;
(iii) a statement of the additional restrictions or burdens to which said real
estate shall be subjected, if any; and (iv) a statement of the restrictions,
burdens or provisions of this Declaration which shall be applicable to said real
estate in modified form, if any. Following the execution, delivery and recording
of said supplement, but subject to its terms, said additional real estate shall
be considered to be part of the Real Estate and then and future Owners, Tenants,
mortgagees and other occupants of all or any part of said additional real estate
shall in all respects be fully subject to this Declaration and all rights,
privileges, obligations, duties, liabilities, responsibilities, burdens and
restrictions contained herein, including but not limited to, the obligation for
payment of assessments or charges, as though said additional real estate had
originally been included in and subject to this Declaration.

XI. DURATION OF RESTRICTIONS.

      Each of the covenants, conditions, easements, restrictions and
reservations herein contained shall continue and be binding upon the Declarant,
and upon its successors and assigns, and all parties and persons claiming under
the Declarant for a term of fifty (50) years from the date this Declaration is
recorded, after which time this Declaration shall automatically extend for
successive periods of ten (10) years each, unless an instrument has been
recorded signed by all of the then Owners of all the Building Sites and the
Village, agreeing to terminate this Declaration.

XII. APPOINTMENT OF SUCCESSOR TO DECLARANT.

      If the Declarant transfers or leases all of substantially all of its then
interest in and to the Real Estate in a single transaction (which transfer shall
be deemed to include a transfer resulting from foreclosure or deed in lieu of
foreclosure), all of the Declarant's rights under this Declaration may be
assigned to and assumed by such transferee or lessee. The Declarant may, at any
time, transfer all of its rights, duties and obligations under this declaration
to the Association as of the day it is notified or such transfer. The foregoing
transfer and assignments shall be evidenced by signed and acknowledged written
declaration recorded in the Office of the Recorder of Deeds for Lake County,
Illinois. In the event the Declarant or its duly designated successors and
assigns shall no longer possess a fee simple interest in the Real Estate, the
rights and obligations of the Declarant shall devolve to the Association.

XIII. CERTIFICATE OF COMPLIANCE.

      Upon payment of a reasonable fee and upon written request of any Owners,
Party, Tenant, subtenant or mortgagee, either current or prospective, of a
Building Site, the Declarant shall issue an acknowledged certificate in
recordable form setting forth the amount of any unpaid feed, assessment or
charges, if any, and setting forth generally whether or not said Owner is, to
the best knowledge of the Declarant, in violation of any of the terms and
conditions of this Declaration. Such statement shall be furnished by the
Declarant within a reasonable time, but not to exceed

                                       30
<PAGE>

twenty (20)days from the receipt of a written request for such written
statement. If the Declarant fails to furnish such statement with said twenty
(20) days, it shall be conclusively presumed that there are no unpaid fees or
charges relating to the Building Site as to which the request was made, and that
said Building Site is in conformance with all of the terms and conditions of
this Declaration.

XIV. RULE AGAINST PERPETUITIES.

      If and to the extent that any of the covenants contained herein would
otherwise be unlawful or void for violation of: (i) the rule against
perpetuities; (ii) the rule restricting restraints on alienation; or (iii) any
other applicable statute or common law rule analogous thereto or otherwise
imposing limitations upon the time for which such covenants may be valid, then
the covenant concerned shall continue and endure only until the expiration of a
period of twenty-one(21) years after the death of the last to survive of the
class of persons consisting of all of the lawful descendants of former United
States President George Bush, living at the date of this Declaration.

XV. DECLARANT'S AGENT.

      The Declarant may appoint an agent to act in its stead for any or all
purposes provided for herein, including but not limited to the granting of all
approvals and consents of the Declarant as required herein, the assessing,
billing and collection of all fees, charges and assessments including the
imposition of liens, and the acceptance of service and notices provided for
herein. The Declarant's appointment of said agent or any change, modification,
limitation or termination hereof shall be made by a written notice to all the
Owners, sent by United States Mail, by certified mail, return receipt requested.

XVI. MISCELLANEOUS.

      A. PARTIAL INVALIDITY. Invalidation of any portion of this Declaration by
judgment or court order shall in no way affect any of the other portions, all of
which shall remain in full force and effect.

      B. INTERPRETATION. This Declaration shall be interpreted for the mutual
benefit and protection of the owners and Tenants of Libertyville Business Park
and in furtherance of the basic goals of this Declaration. Any discrepancy,
conflict or ambiguity which may be found herein shall be resolved and determined
by the Declarant and, in the absence of an adjudication by a court of competent
jurisdiction to the contrary, such resolution and determination shall be final.
In the event of a conflict in the application or interpretation of the terms and
provisions of the Declaration as amended and any terms and provisions of the
Development Agreement, the terms and provisions of the Development Agreement
shall govern and control over the terms and provisions of the Declaration as
amended.

                                       31
<PAGE>

      C. CAPTIONS. The captions and organizational numbers and letters appearing
in this Declaration are inserted only as a matter of convenience and do not in
any way define, limit, construe or describe the scope in intent of this
Declaration nor in anyway modify or affect this Declaration.

      D. GOVERNING LAW. This Declaration and the rights or the Owners of
Libertyville Business Park hereunder shall be governed by the laws of the State
of Illinois.

      E. LIMITATIONS OF LIABILITY. Neither the Declarant nor its agents or
employees nor any disclosed or undisclosed principals of the Declarant shall
have any liability hereunder after they cease to hold title to all or
substantially all of the Real Estate except for obligations as the Owner of one
or more Building Site. Neither the Declarant nor the Association nor their
agents or employees nor any disclosed or undisclosed principals of the Declarant
shall have any liability for damages or otherwise to anyone submitting Plans and
Specifications for approval or making any other request of the Declarant, or to
any Owner, Tenant, subtenant or mortgage of a Building Site or any negligence or
nonfeasance arising out of or in connection with (i) the approval of
disapproval, or failure to approve of disapprove, any Plans and Specifications
or other request; (ii) the quality of construction of Improvements comprising
Common Property; (iii) the enforcement or failure to enforce the terms of this
Declaration; and (iv) the administration of this Declaration; and anyone who
submits Plans and Specifications or any request to the Declarant for approval,
by the submission of such Plans and Specifications or request, and the Owner,
Tenant, subtenant or mortgagee, by acquiring title to or an interest in any
Building Site agrees, to the extent permitted by law, not to bring any action or
suit to recover any said damages against the Declarant. The limitations of
liability contained in this section XVI.E. shall not apply to any now or
hereafter existing claims of the Village.

      F. AMENDMENTS. The Declarant and/or the Association shall have and they
are herby granted the power to terminate or to amend, modify or otherwise alter
this Declaration and each and all of the terms and provisions hereof and each
and all of the rules, Covenants, conditions, easements, agreements, restrictions
and reservations herein contained, at any time and from time to time, and if by
the Association, then by action recommended by the Board of Directions and
approved by the affirmative vote of seventy-five percent (75%) of the votes of
the Owners (as provided by Section VIII.B.2.e.(1)), subject to the limitation
that such action shall not cause the Common Property, or any part thereof, to be
in noncompliance with the Zoning Code or other application law or governmental
regulation. The Declarant hereby reserves the right to amend this Declaration at
any time for the purpose of correcting clerical errors or clarification of the
terms of this Declaration without the consent of any other party, provided said
amendments do not constitute a material and substantial change to this
Declaration. Anything herein to the contrary notwithstanding, no changes,
termination, modification, alteration or amendments to this Declaration shall be
effective without the prior written approval of the Corporate Authorities of the
Village.

                                       32

<PAGE>

      G. RECAPTURE AND VILLAGE CHARGES. Nothing contained in this Declaration
shall in any manner limit the right of the Declarant to enter into and enforce
Recapture Agreements with the Village or any other governmental authorities
having jurisdiction over the subject matter of said Agreements.

      H. NOTICES. Any notice required or desired to be given under this
Declaration shall be in writing and hall be deemed to have been properly served
when delivered in person and receipted for or after deposit in the United States
Mail, certified mail, return receipt requested, postage prepaid, addressed to
an Owner, at its last known address as shown in the records of the Declarant or
the Association, at the address to which assessments are mailed. All notices to
the Declarant shall be sent in the manner as aforesaid to:

             LaSalle National Trust, Trustee under Trust
             Agreement dated November 15, 1994 and
             identified as Trust Number 119196
             135 S. LaSalle Street
             Chicago, IL 60602

             With a copy to:

                  Industrial Building and Development Company
                  3184 MacArthur Blvd.
                  Northbrook, IL 60062

or at such other place or party as the Declarant may indicate by an amendment to
this Declaration properly recorded with the Recorder of Deeds of Lake County.

      I. BINDING EFFECT OF DECLARATION. All the rights, covenants, conditions,
easements, agreements, restrictions, and reservations herein contained shall run
with the land and shall [ILLEGIBLE] to the benefit of and be binding upon the
Declarant and each subsequent holder of any interest in any portion of the Real
Estate, except any interest held in the Real Estate by the Village or any other
governmental body, and their grantees, heirs, successors, personal
representatives and assigns with the same full force and effect for all purposes
as though set forth at length in each and every conveyance of the Real Estate
or any part thereof. Reference in the respective deeds of conveyance, or in any
mortgage or trust deed other evidence of obligation, to the rights, covenants,
conditions, easements, agreements, restrictions, and reservations herein
described shall be sufficient to create and reserve such easements and covenants
to the respective grantees, mortgagees or trustees of such parcels as fully and
completely as though said rights, covenants, conditions, easements, agreements,
easements, restrictions, and reservations were fully recited and set forth in
their entirety in such documents.

      J. CONFLICTS. If the Declarant obtains a Zoning variance with regard to
any portion of the Real Estate in which the Declarant holds record title and
such zoning variance

                                       33
<PAGE>
provides for less restrictive standards than the standards set forth in this
Declaration, then the provisions of such Zoning variance shall apply to that
portion of the Real Estate so affected and the provision of this Declaration is
to such standards shall be unenforceable by any other Owner with regard to such
portion of the Real Estate.

      K.    TRUSTEE EXCULPATION. It is expressly understood and agreed by and
between the parties hereto, anything herein to the contrary notwithstanding:
that each and all of the representations, covenants, undertaking and agreements
herein made on the part of the Declarant, while in form purporting (except as
herein otherwise expressed) to be the representations, covenants, undertaking
and agreements of the declarant, are nevertheless, each and every one of them,
made and intended not as personal representations, covenants,undertakings and
agreements by the Declarant, or for the purpose or with the intention of binding
Declarant personally, but are made and intended for the purpose of binding only
that portion of the trust property specifically described hereunder, and its
Declaration is executed and delivered by Declarant not in its own right, but
solely in the exercise of the powers conferred upon it as Trustee; that no duty
shall rest upon Declarant to sequester the trust estate or the rents, issues and
profits arising therefrom, or the proceeds arising from any sale or other
disposition hereof; and that no personal liability or personal responsibility is
assumed by, nor shall at any time be asserted or enforceable against LaSalle
National Trust on account of this Declaration or on account of any
representation, covenants, undertaking or agreement of the Declarant in this
Declaration contained, either expressed or implied, all such personal liability,
if any, being expressly waived and released by Owners and by all Persons
claiming by, through or under the Owners.

                                       34
<PAGE>
      IN WITNESS WHEREOF, the undersigned has cause these presents to be duly
executed under seal this 17 day of March 1995.

                                        DECLARANT;

                                        LaSalle National Trust N.A. as trustee
                                        under trust agreement dated November
                                        15,1994 and known as trust number 119196


                                     By: /s/
                                         ----------------------------------

                                            Its: ASSISTANT VICE PRESIDENT
[SEAL]

ATTEST

By: /s/
    --------------------------

    Its: ASSISTANT SECRETARY



                                                     RECORDER
                                                LAKE COUNTY, ILLINOIS

                                                 95 MAR 21 AM  11:52

STATE OF ILLINOIS  )
                      )SS.
COUNTY OF COOK     )

      The foregoing instrument was acknowledged before me on MARCH 17, 1995
by,President of LA SALLE NATIONAL TRUST, N.A. and Secretary of said BANK, which
individuals are known to me to be the identical persons who signed the foregonig
instrument as such officers of the BANK for and on behalf of said  BANK, and
that they executed the same as their free and voluntary act and deed, and as the
free and voluntary act and deed of the OFFICERS, for the uses and purposes
therein mentioned.

                                       /s/
                                       ---------------------------
                                        Signature of Notary

SEAL

My Commission expires
                      --------------------------

                                       35

<PAGE>

                                    EXHIBIT A

                           LIBERTYVILLE BUSINESS PARK
                                LEGAL DESCRIPTION

THAT PART OF THE NORTHWEST QUARTER OF SECTION 18, TOWNSHIP 44 NORTH, RANGE 11,
EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER OF SECTION 18,
THENCE NORTH 00 DEGREES 00 MINUTES 19 SECONDS WEST, ALONG THE WEST LINE OF SAID
NORTHWEST QUARTER OF SECTION 18, 1289.53 FEET, TO THE POINT OF BEGINNING; THENCE
SOUTH 89 DEGREES 50 MINUTES 00 SECONDS EAST, ALONG A LINE PARALLEL WITH THE
SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 18, 885.62 FEET; THENCE SOUTH 00
DEGREES 00 MINUTES 19 SECONDS EAST, ALONG A LINE PARALLEL WITH THE WEST LINE OF
SAID NORTHWEST QUARTER OF SECTION 18, 689.60 FEET; THENCS SOUTH 89 DEGREES 56
MINUTES 34 SECONDS EAST, 368,03 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 19
SECONDS EAST, ALONG A LINE PARALLEL WITH THE WEST LINE OF SAID NORTHWEST
QUARTER OF SECTION 18,689.60 FEET,TO A POINT 1253.65 FEET EAST OF THE SOUTHWEST
CORNER OF SAID NORTHWEST QUARTER OF SECTION 18 (AS MEASURED ON THE SOUTH LINE
THEREOF); THENCE SOUTH 89 DEGREES 50 MINUTES 00 SECONDS EAST, ALONG SAID SOUTH
LINE OF THE NORTHWEST QUARTER OF SECTION 18, 1621.99 FEET, TO THE SOUTHWEST
CORNER OF THE NORTHWEST QUARTER OF SECTION 18; THENCE NORTH 00 DEGREES 59
MINUTES 41 SECONDS EAST, ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF
SECTION 18, 1558.81 FEET, TO A POINT ON THE CENTER LINE OF WINCHESTER ROAD AS
DEDICATED BY DOCUMENT NUMBER 1182762, SAID POINT BEING 1117.50 FEET
(RECORD)1117.61 FEET (MEASURE) SOUTH OF THE NORTHEAST CORNER OF SAID NORTHWEST
QUARTER OF SECTION 18; THENCE NORTHWESTERLY ON SAID CENTER LINE OF WINCHESTER
ROAD, ON A CURVE, CONCAVE NORTHEAST, WITH A RADIUS OF 11459.20 FEET, AN ARC
LENGTH OF 622.03 FEET (RECORD AND MEASURE). AND A CHORD LENGTH OF 621.95 FEET
BEARING NORTH 77 DEGREE 00 MINUTES 38 SECONDS WEST. TO A POINT OF TANGENCY;
THENCE CONTINUING ALONG THE CENTER LINE OF WINCHESTER ROAD. NORTH 75 DEGREES 27
MINUTES 20 SECONDS WEST 2162.02 FEET (RECORD) 2161.39 FEET (MEASURE), TO A POINT
OF CURVATURE; THENCE NORTHWESTERLY ON SAID CENTER LINE OF WINCHESTER ROAD, ON A
CURVE, CONCAVE SOUTHWEST, WITH A RADIUS OF 2864.93 FEET, AN ARC LENGTH OF 209.71
FEET (RECORD AND MEASURE), AND A CHORD LENGTH OF 209.66 FEET BEARING NORTH 77
DEGREES 33 MINUTES 09 SECONDS WEST, TO A POINT OF THE WEST LINE OF SAID
NORTHWEST QUARTER OF SECTION 18; THENCE SOUTH 00 DEGREES 00 MINUTES 19 SECONDS
EAST, ALONG SAID WEST LINE OF THE NORTHWEST QUARTER OF SECTION 18,988.46 FEET,
TO THE POINT OF BEGINNING IN LAKE COUNTY, ILLINOIS.

EXCEPTING FROM THE ABOVE DESCRIBED PARCEL, THE PORTION CONVEYED TO THE STATE OF
ILLINOIS FOR A PUBLIC ROADWAY, INCLUDING THE CONVEYANCE MADE BY DEED RECORDED
IN LAKE COUNTY ON SEPTEMBER 7, 1990 AS DOCUMENT NO. 2942188 AND THE INTEREST
TRANSFERRED PURSUANT TO COURT ORDER ENTERED BY THE CIRCUIT COURT OF THE
NINETEENTH JUDICIAL CIRCUIT. LAKE COUNTY, ILLINOIS IN CASE NO. 89-ED3 AND THAT
PORTION OF COUNTY HIGHWAY 69 RIGHT-OF-WAY DEDICATED FOR PUBLIC ROAD PURPOSE
RECORDED APRIL 17, 1963 AS DOCUMENT NO 1182762 LYING SOUTH OF THE CENTERLINE OF
SAID COUNTY HIGHWAY 69, IN LAKE COUNTY, ILLINOIS.

                                       36

<PAGE>

                                   EXHIBIT B

                           LIBERTYVILLE BUSINESS PARK
                             TRAFFIC MANAGEMENT PLAN

                                       37
<PAGE>

                             TRAFFIC MANAGEMENT PLAN
                         FOR LIBERTYVILLE BUSINESS PARK,
                             LIBERTYVILLE, ILLINOIS

Purpose:    The purpose of this plan is to state those programs and procedures
            which The Libertyville Business Park ("LBP") will utilize to
            minimize the impact which LBP traffic will have on the surrounding
            road infrastructure.

Traffic Coordinator:

            The Libertyville Business Park Traffic Management Association will
            be designated by the LBP to assure that all aspects of this plan are
            properly executed and that additional programs are explored and, if
            suitable, implemented.

            Each Owner and Tenant in the Libertyville Business Park shall be a
            member of the LBPTMA. The purpose of the LBPTMA shall be to foster
            the development of facilities and programs designed to reduce and
            accommodate vehicular traffic generated by the operations of the
            Owners and Tenants of the Libertyville Business Park and to reduce
            the tendency and accommodate the flow of such traffic during the
            hours of peak traffic volumes on adjacent and affected roads in the
            Village.

Programs to Mitigate; Traffic Impact:

      1.    Libertyville Business Park Traffic Management Association ("LBPTMA")
            will recommend that all employers within the LBP who employ more
            than 50 employees implement significantly staggered start, lunch and
            quitting times (which times will be coordinated by LBPTMA) which
            will result in lessening traffic congestion during these peak
            traffic hours, and spreading traffic throughout the day.
            Additionally, LBPTMA will endeavor to coordinate LBP traffic with
            shift change traffic generated by the Motorola, Inc. facility
            immediately to the south of the LBP, and with any other large
            employers whose employee traffic routinely traverses either U.S.
            Route 45 or Winchester Road in the area of the LBP.

      2.    In the second half of 1995, and again in the second half of 1998,
            LBPTMA will conduct a survey of all employers within the LBP. These
            surveys will assess employer attitudes toward alternative
            transportations, and seek recommendations for further mitigating
            traffic within the LBP and adjacent streets. Results from the
            surveys will be reviewed by the LBPTMA with the Libertyville Mayor's
            office and will be used to prioritized and develop programs which
            will motivate employees to utilize the more favored options.

                                       38

<PAGE>

            After 1998, the LBPTMA will administer the survey annually to
            determine and address on-going transportation concerns.

      3.    LBPTMA will make appropriate recommendations to the Libertyville
            Business Park Association for adoption of LBP rules regarding
            traffic matters. These recommendations and rules may include any one
            or more of the following:

                  -     requiring employers within the LBP to erect and maintain
                        "ride-boards" and other arrangements to promote car
                        pooling and ride sharing;

                  -     having the LBP arrange for Pace bus service to and form
                        the planned Wisconsin Central commuter rail station;

                  -     developing and implementing a LBP "in-facility" program
                        to allow workers whose offices are in the LBP to match
                        themselves up with workers in other companies whose
                        offices are within the LBP who want drivers or riders;
                        and

                  -     requiring employers within the LBP to offer incentives
                        to van and car poolers such as prestigious or favorable
                        assigned parking places.

      4.    The internal road structure on LBP will be of adequate size and
            width to allow buses to enter and exit the Park.

      5.    The LBPTMA will be actively involved with the Libertyville Planning
            department in order to influence the establishment of bus routes
            connecting the LBP with train stations and major bus routes which
            run into the Libertyville/Mundelein area. In conjunction with this,
            LBPTMA will initiate communications with other large employers in
            the area with the intent to build a broader base of support for such
            bus routes.

      6.    The LBPTMA will require a liaison to attend the Transportation
            Management Association of Lake County (TMA) to coordinate the
            common goals of both organizations and share in the exchange of
            ideas.

      7.    It is intent of the Libertyville Business Park to, in good faith,
            take affirmative steps which will mitigate the impact of
            Libertyville Business Park traffic on the surrounding road
            infrastructure. Some traffic mitigation will occur through LBP's
            independent programs. Maximum impact will occur through a successful
            partnership between Libertyville Business park, other businesses,
            and government.

                                       39

<PAGE>

      8.    The LBPTMA shall actively support and participate on the Ad Hoc
            Committee to press for the improvement of U.S. Route 45 to five
            lanes and on any traffic management committee established and/or
            sanctioned by the Village for the purpose of addressing traffic
            matters in the vicinity of the LBP.

                                       40
<PAGE>

                                    EXHIBIT C

                           LIBERTYVILLE BUSINESS PARK
                                COMMON PROPERTY

      The following are general, non-inclusive, description of the Common
Property included within the responsibility of the Association:

1.    All Storm Water Facilities;

2.    Detention Ponds;

3.    All wetlands under the supervision of the U.S. Army Corps of Engineers
and/or the Illinois Department of Transportation Division of Water Resources;

4.    All traffic signaling (including all signage) at the entrance to
Libertyville Business Park from U.S. Route 45 (unless and until dedicated to the
Village or other appropriate highway authority);

5.    All mass transit facilities for loading and unloading passengers located
within Libertyville Business Park which serve two or more Building Sites.

6.    All easements as stated in the Declaration.

                                       41

<PAGE>

                                 SCHEDULE "K-1"
                            ABATEMENT OF BASIC RENT

Basic Rent shall be abated for the Beneficial Occupancy Period. Notwithstanding
the foregoing, there shall be no abatement of Additional Rent during this time.

<PAGE>

                                 SCHEDULE "K-2"

                               CANCELLATION OPTION

Tenant shall have an option to cancel the Lease, which cancellation shall be
effective as of the Fifth (5th) year following the Commencement Date (the
"Cancellation Date"). Tenant shall exercise the Cancellation Option, if at all,
by notifying Landlord of such exercise not less than 9 months prior to the
Cancellation Date and paying Landlord on the date of such notice one-half of the
"Buyout Amount" and paying the remaining one-half of the "Buyout Amount" no
later than the Cancellation Date. The Tenant shall continue to pay Rent through
the Cancellation Date and shall not be relieved of any of its obligations that
accrued prior to the Cancellation Date. The Buyout Amount is the amount set
forth on Exhibit 1 to this Schedule "K-2" plus, if Landlord contributes any
costs on Tenant's behalf in excess of the Tenant Improvement Allowance toward
the cost of Tenant's Work, the unamortized amount of such contribution
calculated in the same manner in which the Buyout Amount as set forth on Exhibit
1 to this Schedule "K-2" was calculated. Notwithstanding the foregoing, in the
event Tenant does not utilize the entire Tenant Improvement Allowance, the
portion of the Buyout Amount set forth in Exhibit 1 shall be recalculated based
on the actual amount of the Tenant Improvement Allowance used by Tenant.
<PAGE>

                           EXHIBIT 1 TO SCHEDULE "K-2"

                         SPREADSHEET OF CANCELLATION FEE

<TABLE>
<CAPTION>
             INPUTS
<S>                                              <C>                 <C>
Square feet                                       106,737    rsf      Comments;
                                                 --------             ---------
TIA                                              $   7,84   /rsf      TI's
                                                            -----------------------
Leasing Fees, i.e. Commissions                   $   2.45   /rsf      Commissions
                                                            -----------------------
Free
Rent                                             $      -   /rsf
                                                            -----------------------
Other Transaction Costs                          $      -   /rsf
                                                            -----------------------
                             TOTAL
                             COSTS:              $  10.29   /rsf  =  $ 1,097,823.78
===================================================================================

                                                                     Buyout Timing
                                                                        5 Years

Amortization
Amount                                           $  10.29
                                                 ========
Interest Rate                                        8.00%            BUYOUT AMOUNT
Amortization                                     10 Years               5,656,903
Start
Date                                             3/1/2005
</TABLE>

<TABLE>
<S>                   <C>            <S>          <C>
AMOUNT FINANCED       $1,097.82      PAYMENT      513,310
</TABLE>

<TABLE>
<CAPTION>
                                                                  Principal
Month       Date             Payment     Interest   Principal      Balance
-----       ----             -------     --------   ---------    ----------
<S>        <C>               <C>         <C>        <C>          <C>
                                                                 $1,097,824
   1       Mar-05            $13,320      $7,319     $ 6,001     $1,091,823
   2       #NAME?            $13,320      $7,279     $ 6,041     $1,085,782
   3       #NAME?            $13,320      $7,239     $ 6,081     $1,079,701
   4       #NAME?            $13,320      $7,198     $ 6,122     $1,073,579
   5       #NAME?            $13,320      $7,157     $ 6,162     $1,067,417
   6       #NAME?            $13,320      $7,116     $ 6,204     $1,061,214
   7       #NAME?            $13,320      $7,075     $ 6,245     $1,054,969
   8       #NAME?            $13,320      $7,033     $ 6,287     $1,048,682
   9       #NAME?            $13,320      $6,991     $ 6,328     $1,042,354
  10       #NAME?            $13,320      $6,949     $ 6,371     $1,035,983
  11       #NAME?            $13,320      $6,907     $ 6,413     $1,029,570
  12       #NAME?            $13,320      $6,864     $ 6,456     $1,023,114
  13       #NAME?            $13,320      $6,821     $ 6,499     $1,016,615
  14       #NAME?            $13,320      $6,777     $ 6,542     $1,010,073
  15       #NAME?            $13,320      $6,734     $ 6,586     $1,003,487
  16       #NAME?            $13,320      $6,690     $ 6,630     $  996,858
  17       #NAME?            $13,320      $6,646     $ 6,674     $  990,184
  18       #NAME?            $13,320      $6,601     $ 6,718     $  983,465
  19       #NAME?            $13,320      $6,556     $ 6,763     $  976,702
  20       #NAME?            $13,320      $6,511     $ 6,808     $  969,894
  21       #NAME?            $13,320      $6,466     $ 6,854     $  963,040
  22       #NAME?            $13,320      $6,420     $ 6,899     $  956,141
  23       #NAME?            $13,320      $6,374     $ 6,945     $  949,195
  24       #NAME?            $13,320      $6,328     $ 6,992     $  942,204
  25       #NAME?            $13,320      $6,281     $ 7,038     $  935,165
  26       #NAME?            $13,320      $6,234     $ 7,085     $  928,080
  27       #NAME?            $13,320      $6,187     $ 7,132     $  920,948
  28       #NAME?            $13,320      $6,140     $ 7,180     $  913,768
  29       #NAME?            $13,320      $6,092     $ 7,228     $  906,540
  30       #NAME?            $13,320      $6,044     $ 7,276     $  899,264
  31       #NAME?            $13,320      $5,995     $ 7,325     $  891,939
  32       #NAME?            $13,320      $5,946     $ 7,373     $  884,566
  33       #NAME?            $13,320      $5,897     $ 7,423     $  877,144
  34       #NAME?            $13,320      $5,848     $ 7,472     $  869,672
  35       #NAME?            $13,320      $5,798     $ 7,522     $  862,150
  36       #NAME?            $13,320      $5,748     $ 7,572     $  854,578
  37       #NAME?            $13,320      $5,697     $ 7,622     $  846,955
  38       #NAME?            $13,320      $5,646     $ 7,673     $  839,282
  39       #NAME?            $13,320      $5,595     $ 7,724     $  831,558
</TABLE>

<PAGE>

<TABLE>
<S>        <C>               <C>          <C>        <C>         <C>         <C>
  40       #NAME?            $13,320      $5,544     $ 7,776     $  823,782
  41       #NAME?            $13,320      $5,492     $ 7,828     $  815,954
  42       #NAME?            $13,320      $5,440     $ 7,880     $  808,074
  43       #NAME?            $13,320      $5,387     $ 7,932     $  800,142
  44       #NAME?            $13,320      $5,334     $ 7,985     $  792,156
  45       #NAME?            $13,320      $5,281     $ 8,039     $  784,118
  46       #NAME?            $13,320      $5,227     $ 8,092     $  776,025
  47       #NAME?            $13,320      $5,174     $ 8,146     $  767,879
  48       #NAME?            $13,320      $5,119     $ 8,200     $  759,679
  49       #NAME?            $13,320      $5,065     $ 8,255     $  751,424
  50       #NAME?            $13,320      $5,009     $ 8,310     $  743,114
  51       #NAME?            $13,320      $4,954     $ 8,366     $  734,748
  52       #NAME?            $13,320      $4,898     $ 8,421     $  726,327
  53       #NAME?            $13,320      $4,842     $ 8,477     $  717,849
  54       #NAME?            $13,320      $4,786     $ 8,534     $  709,315
  55       #NAME?            $13,320      $4,729     $ 8,591     $  700,724
  56       #NAME?            $13,320      $4,671     $ 8,648     $  692,076
  57       #NAME?            $13,320      $4,614     $ 8,706     $  683,371
  58       #NAME?            $13,320      $4,556     $ 8,764     $  674,607
  59       #NAME?            $13,320      $4,497     $ 8,822     $  665,784
  60       #NAME?            $13,320      $4,439     $ 8,881     $  656,903  5yr Period
  61       #NAME?            $13,320      $4,379     $ 8,940     $  647,963
  62       #NAME?            $13,320      $4,320     $ 9,000     $  638,963
  63       #NAME?            $13,320      $4,260     $ 9,060     $  629,903
  64       #NAME?            $13,320      $4,199     $ 9,120     $  620,783
  65       #NAME?            $13,320      $4,139     $ 9,181     $  611,602
  66       #NAME?            $13,320      $4,077     $ 9,242     $  602,360
  67       #NAME?            $13,320      $4,016     $ 9,304     $  593,056
  68       #NAME?            $13,320      $3,954     $ 9,366     $  583,690
  69       #NAME?            $13,320      $3,891     $ 9,428     $  574,262
  70       #NAME?            $13,320      $3,828     $ 9,491     $  564,770
  71       #NAME?            $13,320      $3,765     $ 9,554     $  555,216
  72       #NAME?            $13,320      $3,701     $ 9,618     $  545,598
  73       #NAME?            $13,320      $3,637     $ 9,682     $  535,995
  74       #NAME?            $13,320      $3,573     $ 9,747     $  526,168
  75       #NAME?            $13,320      $3,508     $ 9,812     $  516,357
  76       #NAME?            $13,320      $3,442     $ 9,877     $  506,479
  77       #NAME?            $13,320      $3,377     $ 9,943     $  496,536
  78       #NAME?            $13,320      $3,310     $10,009     $  486,527
  79       #NAME?            $13,320      $3,244     $10,076     $  476,451
  80       #NAME?            $13,320      $3,176     $10,143     $  466,307
  81       #NAME?            $13,320      $3,109     $10,211     $  456,097
  82       #NAME?            $13,320      $3,041     $10,279     $  445,818
  83       #NAME?            $13,320      $2,972     $10,348     $  435,470
  84       #NAME?            $13,320      $2,903     $10,416     $  425,054
  85       #NAME?            $13,320      $2,834     $10,486     $  414,568
  86       #NAME?            $13,320      $2,764     $10,556     $  404,012
  87       #NAME?            $13,320      $2,693     $10,626     $  393,385
  88       #NAME?            $13,320      $2,623     $10,697     $  382,688
  89       #NAME?            $13,320      $2,551     $10,768     $  371,920
  90       #NAME?            $13,320      $2,479     $10,840     $  361,080
  91       #NAME?            $13,320      $2,407     $10,912     $  350,167
  92       #NAME?            $13,320      $2,334     $10,985     $  339,182
  93       #NAME?            $13,320      $2,261     $11,058     $  328,124
  94       #NAME?            $13,320      $2,187     $11,132     $  316,992
  95       #NAME?            $13,320      $2,113     $11,206     $  305,785
  96       #NAME?            $13,320      $2,039     $11,281     $  294,504
  97       #NAME?            $13,320      $1,963     $11,356     $  283,148
  98       #NAME?            $13,320      $1,888     $11,432     $  271,716
  99       #NAME?            $13,320      $1,811     $11,508     $  260,208
 100       #NAME?            $13,320      $1,735     $11,585     $  248,623
 101       #NAME?            $13,320      $1,657     $11,662     $  236,961
 102       #NAME?            $13,320      $1,580     $11,740     $  225,221
 103       #NAME?            $13,320      $1,501     $11,818     $  213,403
 104       #NAME?            $13,320      $1,423     $11,897     $  201,506
 105       #NAME?            $13,320      $1,343     $11,976     $  189,530
</TABLE>

<PAGE>

<TABLE>
<S>         <C>              <C>          <C>        <C>         <C>
 106        #NAME?           $13,320      $1,264     $12,056     $  177,473
 107        #NAME?           $13,320      $1,183     $12,136     $  165,337
 108        #NAME?           $13,320      $1,102     $12,217     $  153,120
 109        #NAME?           $13,320      $1,021     $12,299     $  140,821
 110        #NAME?           $13,320      $  939     $12,381     $  128,440
 111        #NAME?           $13,320      $  856     $12,463     $  115,977
 112        #NAME?           $13,320      $  773     $12,546     $  103,430
 113        #NAME?           $13,320      $  690     $12,630     $   90,800
 114        #NAME?           $13,320      $  605     $12,714     $   78,086
 115        #NAME?           $13,320      $  521     $12,799     $   65,287
 116        #NAME?           $13,320      $  435     $12,884     $   52,402
 117        #NAME?           $13,320      $  349     $12,970     $   39,432
 118        #NAME?           $13,320      $  263     $13,057     $   26,375
 119        #NAME?           $13,320      $  176     $13,144     $   13,231
 120        #NAME?           $13,320      $   88     $13,231    ($        0)
</TABLE>
<PAGE>

                                  SCHEDULE "L"

                           FIRST OPPORTUNITY TO LEASE

(a) Provided Tenant is not then in default hereunder beyond any applicable cure
period and as long as Tenant has not sent defaulted in the payment of Rent more
than five (5) times during the Term and as result thereof Landlord has sent
Tenant notices regarding each of such late payments, the Tenant shall have the
right of first opportunity to lease ("FIRST OPPORTUNITY TO LEASE") any space
located within the Building that is or becomes available for lease (herein
called the "OPPORTUNITY SPACE"). Opportunity Space shall be deemed "AVAILABLE
FOR LEASE" only to the extent that such space is not subject to a right granted
to another tenant of the Building pursuant to a lease entered into prior to the
Date of Lease, ie: right of expansion, first offer, renewal or any other
prior-existing right of a third party or to the right of another tenant pursuant
to a lease entered into after Tenant initially rejected its First Opportunity to
Lease such space. Premiere Packaging Systems, Inc. and Kidco, Inc. are the only
tenants of the Property who have prior rights with respect to the Opportunity
Space.

(b) The Landlord will notify the Tenant in writing (herein called the "
NOTIFICATION") of the date on which the Opportunity Space will become vacant
and available for lease by the Tenant subject to the existing tenant (if any) of
the Opportunity Space vacating on such date (herein called the "OPPORTUNITY
SPACE COMMENCEMENT DATE") and the Tenant must indicate its intention to lease
the Opportunity Space by giving notice in writing to the Landlord within seven
(7) days of such Notification failing which the First Opportunity shall become
null and void solely with respect to such Opportunity space made available to
Tenant and the Landlord will have the right to lease such space to a third
party.

(c) The expiration date of the term of the lease for the Opportunity Space shall
coincide with the expiration date of this Lease or renewals thereof (if any) if
exercised.

(d) The Basic Rent per square foot for the Opportunity Space shall be equal to
Prevailing Market as described below, Landlord shall advise Tenant of the
applicable Basic Rent rate for the Opportunity Space and Tenant, within 10 days
thereafter, shall either (i) give Landlord final binding written notice ("
Binding Notice") of Tenant's exercise of its option for the Opportunity Space,
or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with
written notice of rejection (the "Rejection Notice"). If Tenant fails to provide
Landlord with either a Binding Notice or Rejection Notice within such 10 day
period, the First Opportunity shall automatically become null and void and the
Landlord will have the right to lease such space to a third party. If Tenant
provides Landlord with a Binding Notice, Landlord and Tenant shall enter into a
lease amendment as provided below. If Tenant provides Landlord with a Rejection
Notice, landlord and Tenant shall work together in good faith for a period of
twenty (20) days after the date of Tenant's Rejection Notice to agree upon the
Prevailing Market rate for the Opportunity Space. Upon agreement Tenant shall
provide Landlord with Binding Notice and Landlord and Tenant shall enter into
the lease amendment as provided below. Notwithstanding the foregoing, if
Landlord and Tenant are unable to agree upon the Prevailing Market rate for the
Opportunity Space within twenty (20) days after the date on which Tenant
provides Landlord with a Rejection Notice, Tenant, by written notice to Landlord
(the "Arbitration Notice") given within three (3) business days after the
expiration of such twenty (20) day period, shall have the right to have the
Prevailing Market Rate determined in accordance with the following procedures.
If Tenant fails to exercise its right to arbitrate, First Opportunity shall
automatically become null and void and the Landlord will have the right to lease
such space to a third party.

(e) If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant,
within ten (10) days after the date of the Arbitration Notice, shall meet and
each simultaneously submit to the other, in a sealed envelope, its good faith
estimate of the Prevailing Market rate (collectively referred to as the
"Estimates"). If the higher of such Estimates is not more than one hundred five
percent (105%) of the lower of such Estimates, then Prevailing Market rate shall
be the average of the two Estimates. If the Prevailing Market rate is not
resolved by the exchange of Estimates, Landlord and Tenant, within three (3)
business day after the exchange of Estimates, shall each select an appraiser to
determine which of the two Estimates most closely reflects the Prevailing Market
rate. Each appraiser so selected shall be certified as an MAI appraiser or as an
ASA appraiser and shall have had at least five (5) years experience within the
previous ten (10) years as a real estate appraiser working in the city or county
in which the Building is located, with working knowledge of current rental rates
and practices. For purposes of this Lease, an "MAI" appraiser means an
individual who holds and MAI designation conferred by, and is an independent
member of, the American Institute of Real Estate Appraisers (or its successor
organization, or in the event there is no successor organization, the
organization and designation most similar). Upon selection, Landlord's and
Tenant's appraisers shall work together in good faith to agree upon which of the
two Estimates most closely reflects the Prevailing Market rate. The Estimate
chosen by such appraisers shall be binding on both Landlord and Tenant as the
Basic Rent rate for the Opportunity Space. If either Landlord or Tenant fails to
appoint an appraiser within the three (3) business day period referred to above,
the appraiser appointed by the other party shall be the sole appraiser for the
purposes hereof. If the two appraisers cannot agree upon which of the two
Estimates most closely reflects the Prevailing Market within the twenty (20)
days after their appointment, then, within ten (10) days after the expiration of
such twenty (20) day period, the two (2) appraisers shall select a third
appraiser meeting the aforementioned criteria. Once the third appraiser has been
selected as provided for above, then, as soon thereafter as practicable but in
any case within fourteen (14) days, the appraiser shall make its determination
of which of the two Estimates most closely reflects the Prevailing Market rate
and such Estimate shall be binding on both Landlord and Tenant as the Basic Rent
rate for the Opportunity Space. If the arbitrator believes that expert advice
would materially assist him, he may retain one or more qualified persons, to
provide such expert advice. The parties shall share equally in the costs of the
arbitrator and of any experts retained by the arbitrator. Any fees of any
appraiser, counsel or experts engaged directly by Landlord or Tenant, however,
shall be borne by the party retaining such appraiser, counsel or expert. In the
event that the Prevailing Market rate
<PAGE>
has not been determined by the commencement date of the Opportunity Space,
Tenant shall pay Basic Rent at the rate initially determined by Landlord until
such time as the Prevailing Market rate has been determined. Upon such
determination, the Basic Rent for the Opportunity Space shall be retroactively
adjusted to the commencement date of the Opportunity Space. If such adjustment
results in an underpayment of Basic Rent by Tenant, Tenant shall pay Landlord
the amount of such underpayment within thirty (30) days after the determination
thereof. If such adjustment results in an overpayment of Basic Rent by Tenant,
Landlord shall credit such overpayment against the next installment of Basic
Rent due under the lease and, to the extent necessary, and subsequent
installments until the entire amount of such overpayment has been credited
against Basic Rent.

(f) The Opportunity Space shall be subject to the same terms and conditions as
in this Lease (as modified by this Schedule), except Tenant shall not be
entitled to the same Rent Free Period (if any), Landlord's Work (if any), or
Tenant Improvement Allowance (if any) granted under this Lease, and the Tenant's
Proportionate Share will be increased accordingly.

(g) The Tenant agrees to accept the Opportunity Space in its then condition at
the Opportunity Space Commencement Date.

(h) The Tenant agrees to execute a lease amendment agreement in form reasonably
acceptable to Landlord and Tenant to give effect to the First Opportunity to
Lease if exercised by the Tenant.

(i) The Tenant's First Opportunity to Lease is a personal right of the Tenant
and automatically expires on any Transfer (other than any sublease by Tenant
with Landlord's consent of less than 20,000 square feet for no more than three
(3) years) whether or not the  same is with the consent of the Landlord, except
that Tenant shall be permitted to transfer Tenant's First Opportunity to Lease
to Controlled Tenant.
<PAGE>
                                 SCHEDULE "M-2"

                                  USE OF ROOF

Tenant shall be permitted to install on the roof of the Building certain
telecommunication equipment, including but not limited to a satellite dish
(collectively, "ROOFTOP EQUIPMENT"). The exact location of the space on the roof
on which the Rooftop Equipment is located shall be designated by Tenant, subject
to Landlord's prior consent, which consent shall not unreasonably be withheld,
conditioned or delayed (the "ROOF SPACE"). Landlord reserves the right to
require that Tenant relocate the Rooftop Equipment to alternate Roof Space
reasonably acceptable to Tenant as required by Landlord. Tenant's right to
install the Rooftop Equipment shall be subject to Landlord's prior written
approval, which approval shall not unreasonably be withheld, conditioned or
delayed by Landlord, with respect to the plans and specifications of the Rooftop
Equipment, the manner in which the Rooftop Equipment is attached to the Roof
Space and the manner in which any cables are run to and from the Rooftop
equipment. Any alteration or modification of the Rooftop Equipment or any
associated cabling after the plans and specifications have been approved shall
require Landlord's prior written approval, which approval shall not unreasonably
be withheld, conditioned or delayed by Landlord. Upon termination of the Lease,
Tenant shall remove the Rooftop Equipment and restore affected parts of the
Building to their condition immediately prior to Tenant's installation of the
Rooftop Equipment. The Rooftop Equipment shall only be used by Tenant and its
permitted assignees and subtenants. Tenant shall be responsible for any damage
to the Building and any injury to person or property caused by installing,
maintaining or removing the Rooftop Equipment. Any work required to restore the
roof or any other part of the Building from any damage occasioned by the
installation, maintenance or removal of the Rooftop Equipment shall be borne by
Tenant. Tenant shall also be responsible for the cost of eliminating any
interference caused by the Rooftop Equipment and/or installation thereof. The
installation, maintenance and removal of the Rooftop Equipment shall be subject
to the obligations imposed upon the Tenant in the Lease with respect to the
Tenant's use and occupancy of the Leased Premises. Tenant shall indemnify and
hold harmless Landlord from any liability in connection with Tenant's
installation, maintenance, replacement, removal and/or operation of the Rooftop
Equipment. Landlord expressly disclaims any representation or warranty with
respect to condition of the roof of the Building for purposes of receiving
Tenant's Rooftop Equipment. Tenant shall, at Tenant's sole cost and expense,
comply with all requirements of all county, municipal, state, federal and other
applicable governmental authorities, now in force, or which may hereafter be in
force, pertaining to Tenant's installation, operation, use and removal of the
Rooftop Equipment. Tenant shall bear all costs of obtaining permits for the
installation and operation of the Rooftop Equipment. Tenant shall pay any
personal property taxes assessed on, or any portion of such taxes attributable
to, the Rooftop Equipment. Landlord agrees that Tenant, upon reasonable prior
notice to Landlord (which notice only for purposes of this sentence shall be
given telephonically to Landlord's property manager), shall have access to the
roof of the Building and the Roof Space for the purpose of installing,
maintaining, repairing and removing the Rooftop Equipment, all of which shall be
performed by Tenant or Tenant's authorized representative or contractors, which
shall be approved by Landlord (such approval not to be unreasonably withheld,
conditioned or delayed), at Tenant's sole cost and risk. It is agreed, however,
that only authorized engineers, employees or properly authorized contractors of
Tenant, FCC inspectors, or persons under their direct supervision will be
permitted to have access to the roof of the Building and the Roof Space. Tenant
further agrees to exercise firm control over the people requiring access to the
roof of the Building and the Roof Space in order to keep to a minimum the number
of people having access to the roof of the Building and the Roof Space and the
frequency of their visits. Installation and maintenance of the Rooftop Equipment
shall be performed solely by Tenant's contractors, which have been approved by
Landlord in its sole but reasonable discretion. Notwithstanding the foregoing,
Landlord may require Tenant to use a roofing contractor selected by Landlord to
perform any work that could damage, penetrate or alter the roof and an
electrician selected by Landlord to install any cabling on the roof or in the
Building. Landlord may require anyone going on the roof to execute in advance a
liability waiver satisfactory to Landlord, in Landlord's sole but reasonable
discretion. Tenant acknowledges that Landlord may decide, in its sole but
reasonable discretion, from time to time, to repair or replace the roof
(hereinafter "ROOF REPAIRS"). If Landlord elects to make Roof Repairs, Tenant
shall, upon Landlord's request, if reasonable necessary to complete the Roof
Repairs, temporarily remove the Rooftop Equipment so that the Roof Repairs may
be completed. The cost of removing and reinstalling the Rooftop Equipment shall
be paid by Tenant, at Tenant's sole cost and expense. Landlord shall not be
liable to Tenant for any damages, lost profits or other costs or expenses
incurred by Tenant as the result of the Roof Repairs.

<PAGE>

                                 SCHEDULE "M-3"

This instrument was prepared by
and upon recordation should be
returned to:
________________________________
________________________________
________________________________
________________________________

             SUBORDINATION, NON-DISTURBANCE & ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE & ATTORNMENT AGREEMENT ("Agreement") made
and entered into this__________ day of ________, 19 ______, by and among
______________, a _____________, whose mailing address is ____________________
___________________________ (the "Landlord"), ________________, a whose mailing
address is ______________ (the "Tenant"), and STATE FARM LIFE INSURANCE COMPANY,
an Illinois corporation, whose mailing address is One State Farm Plaza,
Bloomington, Illinois 61710 ("State Farm");

                                   WITNESSETH:

      WHEREAS, Landlord and Tenant have heretofore entered into a certain lease
(the "Lease") dated ______________, 19 ____ with respect to and governing the
terms of Tenant's use and occupancy of all or a portion of certain real estate
and improvements legally described on Exhibit A attached hereto and made a part
hereof (the "Premises"); and

      WHEREAS, State Farm, as a condition to making a loan to landlord in the
principal amount of _________ (the "Loan"), which is to be secured by a Mortgage
and Security Agreement executed by Landlord to and in favor of State Farm (the
"Mortgage") consisting a first lien upon and encumbering the Premises, and
further secured by an Assignment of Rents and Leases executed by Landlord to and
in favor of State Farm (the "Assignment of Rents and Leases") assigning to State
Farm all leases of and all rents derived from the Premises, has required the
execution of this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and to induce State Farm to make said Loan and to accept said
Mortgage upon said Premises as security for the Loan and in consideration of the
sum of One Dollar ($ 1.00) by each of the parties hereto paid to the other,
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby covenant, stipulate and agree as follows:

      1.    The Lease, and any and all modifications thereof and amendments
thereto, all of Tenant's rights thereunder and Tenant's leasehold interest and
estate in the Premises shall be and are hereby made junior, inferior,
subordinate and subject in all respects to the lien and encumbrance of the
Mortgage on the Premises and to all renewals, modifications, consolidations,
replacements and extensions of the Mortgage, to the full extent of the principal
sum secured thereby, all interest thereon and all other sums due or hereafter
becoming due thereunder.

      2.    Tenant agrees that it shall promptly deliver or mail to State Farm a
copy of each written notice given by Tenant to Landlord of a default by the
Landlord under the Lease. Tenant further agrees that if, within the time
provided in the Lease to cure defaults thereunder, State Farm, at its option,
shall elect to perform or cause to be performed the obligations with respect to
which Landlord is in default under the Lease, as specified in such written
notice, any right of Tenant to terminate the Lease by reason or on account of
such default of Landlord shall cease and be null and void.

      3.    Tenant is advised and hereby acknowledges that the Mortgage,
Assignment of Rents and Leases and other documents which evidence and secure the
Loan (collectively the "Loan Documents") grant and provide to State Farm the
right to collect rents and other sums payable under the Lease (collectively, the
"Rents") directly from Tenant upon the occurrence of an Event of Default by
Landlord under the Loan Documents; Landlord and Tenant hereby agree that upon
Tenant's receipt from State Farm of written notice of
<PAGE>

the occurrence of any Event of Default by Landlord under the Loan Documents,
Tenant shall thereafter pay all Rents directly to State Farm (or as State Farm
shall direct).

      4.    State Farm agrees that in the event it should become necessary for
State Farm to foreclose the Mortgage, and provided that Tenant is not in default
of its obligations under the Lease beyond applicable notice and cure periods (if
any) set forth in the lease, Tenant shall be entitled to continue in possession
of the Premises undisturbed. State Farm further agrees that unless required by
law, State Farm will not join Tenant as a defendant in any such foreclosure
proceedings, and if such joinder is required by law, State Farm will not seek to
terminate the Lease or Tenant's possession of the Premises.

      5.    It is further agreed that in the event state Farm should succeed to
the interest of the Landlord under the Lease, State Farm agrees to be bound to
the Tenant under the Lease. The Tenant agrees from and after such event to
attorn to State Farm. From the date of acquisition, Tenant shall have the same
rights and remedies against and obligations to State Farm that Tenant has
against and to the prior Landlord for any default that is in existence and
continues beyond the date of acquisition, as if the default occurred on the
date of State Farm's acquisition. However, State Farm shall not be:

            (a)   liable for the consequences of any act or omission of the
      prior Landlord that occurred prior to State Farm's acquisition;

            (b)   subject to any offsets or defenses which the Tenant might have
      against the prior Landlord, for acts, omissions, or defaults which
      occurred prior to State Farm's acquisition;

            (c)   bound by any rent or additional rent which the Tenant might
      have paid in advance for more that one month;

            (d)   bound by any amendment or modification of the Lease made after
      the date of this Agreement without State Farm's prior written consent; or

            (e)   liable for any security deposit, unless actually received by
      State Farm from the prior Landlord.

      6.    Tenant agrees that notwithstanding anything to the contrary
contained in this Agreement, in the Lease or in any other instrument, any
interest of the Tenant in or under any option to purchase or right of first
refusal of, or with respect to all or any part of the Premises is hereby
specifically subordinated to the rights of State Farm under the Mortgage and
other Loan Documents and such option to purchase or right of the first refusal
shall not be binding upon State Farm, its successes and assigns.

      7.    This Agreement shall be binding upon and inure to the benefit of the
parties hereto and shall also bind and benefit the heirs, legal
representatives, successors and assigns of the respective parties hereto, and
all covenants, conditions and agreements herein contained shall be construed as
running with the title to the land comprising the Premises.

      8.    Landlord and Tenant hereby waive to the fullest extent permitted by
applicable law, the right to trial by jury in any action, proceeding or
counterclaim filed by any party, whether in contract, tort or otherwise relating
directly or indirectly to this Agreement or any acts or omissions of the
Landlord and Tenant in connection therewith or contemplated thereby.

      IN WITNESS WHEREOF, the parties hereto have caused these present to be
executed as of the day and year first above written.

[Witnesses, if required]                         [Signature block for Landlord]

[Witnesses, if required]                         [Signature block for Tenant]

<PAGE>

[Witnesses, if required]          STATE FARM LIFE INSURANCE COMAPNY,
                                        an Illinois corporation

                                        By:
                                            ------------------------------------

                                        Its:
                                            ------------------------------------

                                        By:
                                            ------------------------------------

                                        Its:
                                            ------------------------------------

                                  Address:

                                  One State Farm Plaza
                                  Bloomington, Illinois 61710
                                  Corporate Law-Investments E-8
                                  Attn: (Name of Attorney)

                        [Appropriate Acknowledgments for each of
                             Landlord, Tenant and State Farm
                             sufficient for recording purposes]